DESSERT HOLDINGS PURCHASE TERMS AND CONDITIONS

Last Updated: July 9, 2025

1. OFFER & ACCEPTANCE. In the absence of a written supply agreement between the parties, these terms and conditions (the “Terms and Conditions”) shall apply to all purchases of the Goods and Services, both as defined below, by The Original Cakerie Co., The Original Cakerie Ltd., and each of their subsidiaries, as applicable (“Buyer”) and the seller (“Seller”). Seller’s acceptance of the Terms and Conditions must be without any additions, deletions or other modifications. Any terms or conditions appearing on the face or reverse side of any purchase order, any purchase order acknowledgment or confirmation, invoice, or any other document that are different from, or in addition to, those set forth in these Terms and Conditions will not be binding on Buyer or Seller, even if signed and returned, unless both parties expressly agree in a separate writing to be bound by such separate or additional terms and conditions. ACCORDINGLY, IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO SELLER EXACTLY AS WRITTEN, THEY SHOULD BE RETURNED TO BUYER IMMEDIATELY. Delivery to Buyer of the goods, products, or articles (collectively, the “Goods”) or provision to Buyer of the services (the “Services”) covered under any purchase order or other request for Goods or Services constitutes, but is not the sole form of, acceptance of the Terms and Conditions by Seller. By acceptance, Seller agrees to fully comply with the Terms and Conditions.

2. WARRANTIES. Seller warrants to Buyer, its successors, assigns, customers and ultimate users of the Goods:

A. GENERAL. That all Goods, including all packaging for the Goods, will: (i) conform in all respects to the descriptions, drawings, specifications and standards of Buyer (the “Specifications”); (ii) be of good material, quality, design and workmanship; (iii) be free from defects and will not be adulterated or misbranded under Applicable Law, as defined below; (iv) be safe and fit for the ordinary purposes for which the Goods are used and for which Buyer intends; (v) be merchantable and pass without objection in the trade; (vi) run without variation and be of even kind, quality and quantity within each unit and among all units; (vii) be properly labeled to disclose all materials used therein and will include all necessary instructions or recommendations relating to the handling, assembly, use and storage; and (viii) have at least 75% shelf-life remaining.

B. COMPLIANCE WITH LAWS.

i. Goods Manufactured or Distributed in the United States. That all Goods, including all packaging for the Goods manufactured, sold, distributed, held, or imported in or to the United States, at the time of delivery or furnishing to Buyer: (i) are manufactured in accordance with, and will conform in all respects to, all applicable laws, rules and regulations, as amended, including but not limited to the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”); the Bioterrorism Preparedness and Response Act of 2002; the Federal Hazardous Substances Act; heavy metals in packaging state statutes (“CONEG Statutes”); California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”); the laws and regulations administered and enforced by U.S. Customs and Border Protection (“CBP”); the U.S. Environmental Protection Act; the U.S. Toxic Substances Control Act; the Fair Packaging and Labeling Act; the Occupational Safety and Health Act; the Fair Labor Standards Act; and the Foreign Corrupt Practices Act (collectively, “Applicable Law”); (ii) are not articles that cannot, under Applicable Law, be introduced into interstate commerce; and (iii) will conform to the Specifications.

ii. Goods Manufactured or Distributed in Canada. That all Goods, including all packaging for the Goods manufactured, sold, distributed, held, or imported in or to Canada, at the time of delivery or furnishing to Buyer: (i) are manufactured in accordance with, and will conform in all respects to, all applicable laws, rules and regulations, as amended, including but not limited to the Food and Drugs Act (the “FDA”), Consumer Packaging and Labelling Act, Canadian Environmental Protection Act, the Corruption of Foreign Public Officials Act (Canada) (collectively, “Applicable Canadian Law”); (ii) are not articles that cannot, under Applicable Canadian Law, be introduced into interprovincial commerce; and (iii) will conform to the Specifications.

iii. Goods Manufactured or Distributed in the United States and Canada. That all Goods, including all packaging for the Goods, manufactured, sold, distributed, held, or imported in or to the United States and Canada, shall comply with all provisions of Section 2.B.i and 2.B.ii.

C. CERTIFICATION. That upon Buyer’s request it will provide all appropriate written certification(s) that the Goods comply with the Specifications to Buyer’s satisfaction and/or that the Goods comply with Applicable Law and, upon Buyer’s request, Seller will authorize Buyer and its designated agents (including any third parties) to engage in monitoring activities, including on-site inspections following reasonable notice. If any of the Goods are subject to the provisions of the FD&C Act, Seller will provide a signed guaranty consistent with the requirements of 21 U.S.C. § 303(c) and 21 CFR. 7.13 certifying that the Goods are not adulterated or misbranded within the meaning of the FD&C Act, and are not articles which may not, under the provisions of sections 404, 505, or 512 of the FD&C Act, be introduced into interstate commerce. If any of the Goods are subject to the provisions of the FDA, Seller will provide a signed guaranty consistent with the requirements of the FDA certifying that the Goods are not adulterated or labelled, packaged, sold or advertised in a manner that is false, misleading, or deceptive within the meaning of the FDA, and are not articles which may not be imported or conveyed from one province to another. Seller accepts all responsibility for the information provided on any document certifying the Good’s compliance with Applicable Law, including the Good’s value, country of origin or qualification for trade preference. Any liabilities resulting from import claims made with inaccurate or incomplete data are the responsibility of Seller.

CERTIFICATE OF ANALYSIS. Where applicable for food ingredients, raw materials, or food contact packaging materials, Seller shall provide a Certificate of Analysis (COA) for each shipment, including microbiological and chemical testing results. Where required, COAs shall be sent electronically at least one day prior to delivery to the email address designated by Buyer. For microbiologically sensitive materials deemed ready-to-eat by Buyer, Seller must provide assurance that all lots are free from Listeria, Salmonella, and E. coli.

FOOD SAFETY CERTIFICATION. Where applicable for food ingredient suppliers and food contact packaging suppliers, Seller shall maintain certification under a Global Food Safety Initiative (GFSI) recognized scheme (e.g., BRC, SQF, FSSC 22000) and shall provide Buyer with current certificates upon request. Seller shall notify Buyer immediately of any change in certification status.

D. TITLE; INFRINGEMENT. (i) That title conveyed to Buyer shall be good and merchantable and its transfer rightful; (ii) that the Goods will be delivered free of any security interest, lien or encumbrance; and (iii) that the Goods delivered will not infringe, or contributorily infringe or otherwise conflict with any patent, copyright, trademark, trade name or trade dress of another and will not violate the trade secret rights of another.

E. SAFETY. Seller must notify Buyer in writing immediately if Seller learns of any potential violation of any Applicable Law or any quality, safety or labeling problem with the Goods supplied by Seller or any potential violation of Seller’s obligations. Seller hereby assigns to Buyer any warranties related to the Goods, or if Seller cannot assign them, Seller agrees to make claims under them on Buyer’s behalf at Buyer’s request. Seller will ensure that Seller’s employees, and agents and subcontractors comply with these Terms and Conditions, and, when on Buyer’s premises, Buyer’s safety, security, and confidentiality requirements. The warranties in this Section 2 shall be (i) in addition to any implied or express warranties (whether created by an affirmation, promise, description or sample) given by Seller; (ii) shall govern in the case of conflict with said implied or express warranties; (iii) shall survive delivery or performance; and (iv) shall not be deemed waived either by reason of Buyer’s acceptance of or payment for the Goods.

F. SERVICES. Seller warrants to Buyer that all Services will be performed in a professional, workmanlike manner, in accordance with industry standards, and will conform to the descriptions, specifications, and standards provided by Buyer (“Service Specifications”). Seller further warrants that all personnel performing the Services will be qualified and competent to perform such Services. Seller agrees to meet the service levels and performance standards ("Service Levels") as may be separately agreed upon in writing by the parties. Failure to meet the agreed Service Levels may result in penalties or adjustments to the Price as detailed in the applicable purchase order or separate agreement.

3. PRICE; TAXES. Buyer agrees to pay the price (the “Price”) of the Goods and Services, which Price shall be set forth on the applicable purchase order for the Goods and Services. If no Price is specified in a purchase order for the Goods, the Goods shall be billed at the Price last quoted to Buyer or the prevailing market price, whichever is lower. The Price shall include all charges for packaging, crating and transportation to the F.O.B. destination unless designated otherwise, and Seller shall itemize such costs and expenses on its invoice. Seller represents and warrants that the Prices for the Goods are not less favorable than the Prices charged by Seller to its most favored customers at time of shipment, for like Goods, considering any quantity discount. No charge in addition to the Price will be allowed without the prior written consent of Buyer. Any tax, tariff or duty which is imposed upon Seller by any governmental authority is included by Seller in the Prices and shall be separately itemized on Seller’s invoice.

4. INVOICE: DISCOUNTS. Seller shall issue a separate, itemized invoice (in duplicate) for each shipment made against any purchase order for the Goods. Each invoice must contain the purchase order number or other information identifying the Goods subject to the specific invoice, Buyer’s parts number(s), if any, the type and quantity of the Goods, and any other information specified by Buyer on any purchase order for the Goods. Buyer shall receive Seller’s standard or negotiated discount whether or not the discount is shown on Seller’s invoice. Unless freight and other charges, where applicable, are itemized, all discounts will be applied to the full invoice amount. The discount period, if any, begins on the later of: the date of receipt of Seller’s invoice; the date of receipt of the Goods; or the date any corrected invoice is received by Buyer. Buyer may withhold disputed amounts until the dispute is resolved, and Buyer may offset any amounts Seller or its affiliates owe Buyer.

5. PACKAGING & SHIPPING. All shipping containers shall be packed and packaged to (i) ensure safe arrival at the specified destination; (ii) secure the lowest transportation costs; and (iii) comply with the requirements of common carriers and all Applicable Laws. Seller will provide accurate and complete information on all shipping and customs documents and containers, including a description of the Goods, value of the Goods, country of origin and manufacture, currency, delivery terms, and an itemized packing list showing all such information that must be packed with the Goods. Buyer’s count of the shipped Goods shall be conclusive. Buyer will not be responsible for deliveries which do not correspond to a valid purchase order number. Routing via United Parcel Service (“U.P.S.”) (up to 50 lbs.) is required in lieu of the U.S. mail in areas where U.P.S. is available. If Seller is required to use a means of transportation more costly than the lowest cost means to meet said delivery date(s), Seller shall bear the additional cost, unless otherwise agreed in writing by the parties. Seller will properly label all units with Seller’s name, description of Goods, purchase order number, and any other identifying information Buyer requires. All Goods must clear all government agencies, including but not limited to the Food and Drug Administration, the United States Department of Agriculture, and CBP; if any Good is rejected by a government agency or standard set thereof, Seller will bear all costs and expenses of re-exporting and returning the Good or destroying the Good, in any event, with a full refund of all Buyer’s payments.

6. DELIVERY. All deliveries are F.O.B., the location designated on the purchase order, unless otherwise agreed in writing by Buyer. In every circumstance, all risk of loss shall remain with Seller until the Goods have actually been received and accepted by Buyer. TIME IS OF THE ESSENCE WITH RESPECT TO ALL PROVISIONS OF THE TERMS AND CONDITIONS. Buyer must receive the Goods not later than the specified delivery date(s). Buyer has the unconditional right to reject, without liability, any Goods received later than the specified delivery date(s). In the event Seller’s timely performance is delayed or threatened by any actual or potential labor dispute, Seller shall immediately notify Buyer of all relevant information with respect to such dispute.

7. INSPECTION; RESCISSION. Buyer shall have the right to inspect and test the Goods offered prior to delivery, at the time and place of delivery, and at any other time after delivery at Seller’s sole cost and expense. Buyer may reject or revoke its acceptance of all or any part of the Goods that do not conform to Applicable Law, the Specifications, or are adulterated, misbranded, contain any defect, or otherwise do not conform with the Terms and Conditions. Rejected or revoked Goods will be held at Seller’s sole risk and expense for not more than thirty (30) days pending Seller’s reasonable instructions and, if Seller so instructs, will be returned at Seller’s sole risk and expense. Rejected or revoked Goods remaining in Buyer’s possession after thirty (30) days may be sold for Seller’s account, destroyed, or otherwise disposed of by Buyer at Seller’s sole expense. Acceptance of certain Goods by Buyer shall not be deemed a waiver of Buyer’s right to revoke said acceptance, reject or revoke future shipments of nonconforming Goods, seek indemnification hereunder, or cancel any purchase order. In no event shall payment for the Goods be deemed to constitute Buyer’s acceptance thereof or to prejudice any other rights or claims of Buyer. Seller shall remit to Buyer that portion of the Price paid for any rejected or revoked Goods together with all related transportation, storage, handling or other charges related to such rejection. The provisions of this Section 7 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

8. CHANGES. Unless otherwise agreed in writing, Buyer shall have the right at any time before delivery of all the Goods to make changes in quantities, in Specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in prices or in the time required for performance, Seller shall promptly notify Buyer and an equitable adjustment may be made to the Price of the Goods. Changes shall not be binding on Buyer unless evidenced by a change order issued and signed by an authorized representative of Buyer.

9. FORCE MAJEURE. Buyer may delay delivery and/or acceptance occasioned by causes beyond its control.

10. CONFIDENTIALITY; NONDISCLOSURE. Each party may disclose to the other party confidential and proprietary information regarding the other party’s processes, products, business plans, and other confidential matters. The parties agree that they will not disclose to any third party such confidential information received from the other party or use the other party’s confidential information for its own benefit except in connection with the performance of any purchase order or these Terms and Conditions. The prohibition against disclosure of the other party’s confidential information to any third party does not apply to: (A) information that was known or otherwise available to a party before disclosure by the other party; (B) information that a party to these Terms and Conditions authorizes in writing to be released; (C) information that is or becomes publicly available other than as a result of a disclosure by the receiving party in violation of these Terms and Conditions; (D) information that is or becomes available to the receiving party on a nonconfidential basis from a source (other than the disclosing party) which is not prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation; or (E) information that is developed by the receiving party independently of the confidential information of the disclosing party. The provisions of this Section 10 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

11. BUYER’S PROPERTY. If, in the performance of any purchase order or these Terms and Conditions, Buyer ships to Seller or otherwise places in Seller’s control or custody any property of Buyer for repair, inspection or any other reason, Seller assumes all responsibility for loss of or damage to Buyer’s property when in Seller’s control or custody and agrees to carry adequate insurance for such loss or damage.

12. INDEMNITY; INSURANCE. Seller shall defend, indemnify and hold harmless Buyer, its affiliates, related companies, and its customers, and their respective directors, officers, shareholders, and employees, contractors and agents (collectively, the “Buyer Parties”), or any of them, against all claims; causes of action; liabilities; fines; penalties; investigations; recalls; direct, indirect or consequential losses, expenses or damages (all three of which terms include, without limitation, pure economic loss, loss of production time, loss of profits, loss of business, loss of goodwill and similar losses) and other costs and expenses (including without limitation, reasonable fees and expenses of attorneys of Buyer’s choosing), awarded against or incurred or paid by the Buyer Parties, or any of them, arising out of, or resulting in any way from any purchase order or these Terms and Conditions including, without limitation: (A) claims related to the breach of any warranty provided herein or implied by Applicable Law or delay in performance; (B) claims for property damage, personal injury or death; (C) claims that the Goods or Services infringe, or their importation, use or resale, infringes the intellectual property rights of any other person; (D) claims based upon the quality and/or condition of the Goods or Services; (E) claims by governmental agencies, including but limited to those related to forced labor; and (F) claims arising out of the negligent or intentional wrongdoing of Seller or its employees, independent contractors, agents or representatives. Seller agrees that, during the course of fulfilling its obligations under any purchase order and these Terms and Conditions and for four (4) years thereafter, it will maintain the following insurance coverage:

a. Commercial General Liability insurance, (including products and completed operations liability, contractual liability and protective liability) and Personal Injury Liability insurance on an occurrence basis. The limit of liability shall be no less than:
- $5,000,000 per occurrence and in the aggregate for suppliers of ingredients, raw materials, or food-contact packaging.
- $2,000,000 per occurrence and in the aggregate for all other suppliers.
b. Automobile Liability. If Seller, its employees, or its agents will use any vehicles in performing its obligations under any purchase order, Seller shall maintain Automobile Liability insurance covering all owned, non-owned, and hired vehicles with a limit of not less than $1,000,000 per accident.

c. Workers’ Compensation and Employers’ Liability. To the extent required by law, Seller shall maintain Workers’ Compensation insurance in accordance with the statutory requirements of the relevant state or province, and Employers’ Liability insurance with limits of not less than $1,000,000 per accident, $1,000,000 for disease (policy limit), and $1,000,000 for disease (each employee).

d. Recall or Product Contamination Insurance. If Seller provides any Goods that are ingredients, raw materials, or food-contact packaging intended for use in Buyer’s products, Seller shall maintain Recall or Product Contamination insurance in an amount not less than $5,000,000, which shall provide coverage to Buyer for commercial losses and damages, including lost profits, resulting from a Recall.

All insurance required under this Section 12 shall be written with an insurance company with a current Best rating of A- VII, or better. Seller shall cause its insurance policies to be endorsed to include the Buyer Parties as additional insureds thereunder and will contain a full waiver of subrogation, indemnity, defense or equitable or contractual contribution by the insurer against the additional insureds. Such endorsement shall stipulate that the required coverage will not be reduced or canceled without thirty (30) days’ prior written notice to Buyer. Such endorsements shall also stipulate that such coverage will be primary and that Seller and its insurers will have no rights to share in or otherwise obtain contribution from other insurance maintained by the Buyer Parties. Seller will provide a certificate of insurance evidencing the required coverages prior to commencing work and, upon request, will provide certified copies of the insurance policies. Compliance with the foregoing insurance requirements shall not limit or obviate in any respect Seller’s obligations to defend and indemnify the Buyer Parties. The provisions of this Section 12 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

13. RECALL. In the event either party becomes aware of any situation which could result in the seizure, destruction, recall or withdrawal of any Goods, or of the need for any seizure, destruction, recall or withdrawal of any Goods (each event, a “Recall”), such party shall immediately notify the other party of such situation by telephone and email. With respect to a Recall or potential Recall of the Goods, Buyer will have the right, in its sole discretion, to determine the necessity of any Recall of its products that use or incorporate the Goods and to control the administration of any such Recall. Seller will cooperate with Buyer in effecting any such Recall. Seller will maintain all of its production and shipment records to facilitate any Recall. Unless the nonconformity or defect in any Goods subject to Recall is not attributable to any act or omission on the part of Seller, Seller shall indemnify Buyer from and against any and all claims associated with the Recall and reimburse Buyer, upon demand, for all costs and expenses incurred by Buyer in connection with its Recall of the Goods and for all amounts paid by Buyer for any Goods subject to the Recall, and will use commercially reasonable efforts to mitigate any costs incurred by Buyer as a result thereof. The provisions of this Section 13 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

14. REMEDIES; WAIVER. Buyer shall have all rights and remedies specified in these Terms and Conditions in addition to those specified in the Uniform Commercial Code as adopted in the State of Minnesota, the right to set off, and any other remedy allowed by law. All such rights and remedies are cumulative. Buyer’s waiver of, or failure to exercise any right or remedy in response to a breach of the Terms and Conditions by Seller shall not constitute a waiver of any other breach of the same provision or any other provisions of these Terms and Conditions. No right or remedy of Buyer shall be deemed to have been waived unless such waiver is supported by consideration and is in writing signed by Buyer. The provisions of this Section 14 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

15. CANCELLATION; TERMINATION. In addition to its other rights, Buyer reserves the right to cancel this any purchase order, or any part thereof, at any time on notice to Seller if Seller breaches any terms of these Terms and Conditions including, without limitation, Seller’s failure to meet the specified delivery dates or delivery of any nonconforming Goods or Services. Buyer also reserves the right to terminate any purchase order, or any part thereof, for the sole convenience of Buyer. Seller shall immediately stop all work and shall immediately cause any of its suppliers or subcontractors to cease such work, and Seller shall be paid a reasonable termination fee consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination. Such fee shall be Seller’s only remedy for such termination. Seller shall not be paid for any work done by Seller’s suppliers or subcontractors that Seller could reasonably have avoided.

16. LIMITATION ON BUYER’S LIABILITY/STATUTE OF LIMITATIONS. BUYER SHALL NOT BE LIABLE FOR ANTICIPATED PROFITS, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR PENALTIES OF ANY KIND. BUYER’S LIABILITY FOR ANY CLAIM ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY PURCHASE ORDER FOR THE GOODS OR SERVICES OR THESE TERMS AND CONDITIONS OR FROM PERFORMANCE OR BREACH THEREOF SHALL NOT EXCEED THE PRICE OF THE SERVICES OR GOODS, OR UNIT THEREOF, GIVING RISE TO THE CLAIM. SELLER MUST COMMENCE ANY ACTION AGAINST BUYER ARISING FROM ANY PURCHASE ORDER OR THESE TERMS AND CONDITIONS WITHIN ONE (1) YEAR FROM DATE THE CLAIM ACCRUES. The provisions of this Section 16 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

17. EQUAL OPPORTUNITY. To the extent applicable, the equal employment opportunity clauses of Executive Order No. 11246, as amended, and all Applicable Laws applicable to the hiring of disabled veterans and Vietnam veterans and to the hiring of individuals with physical or mental handicaps are incorporated herein by this specific reference.

18. SUPPLIER CODE OF CONDUCT. Seller shall be in compliance with and shall require its subcontractors and any person under its control to comply with, all applicable local, state, national, and international laws, rules and regulations relating to ethical and responsible standards of behavior, including, without limitation, those dealing with human rights (including human trafficking and slavery and conflict mineral sourcing), environmental protection, sustainable development and bribery and corruption. Seller certifies that it has adopted and implemented appropriate and effective policies to ensure compliance with these obligations, including, the obligations set forth in the Supplier Code of Conduct found here: www.dessertholdings.com/supplier-code-of-conduct/

Seller will be expected to certify its compliance with this Section 18 at Buyer’s request and to authorize Buyer and its designated agents (including any third parties) to engage in monitoring activities, including on-site inspections based upon reasonable notice. Seller agrees that Buyer may audit Seller in order to verify compliance with the terms herein or any agreement with Buyer. At Buyer’s option, Buyer may select an independent third party to conduct the audit on Buyer’s behalf in order to certify to Buyer that no breach has occurred or will occur. Seller shall fully cooperate at no additional charge to Buyer, in any audit conducted by or on behalf of Buyer.

19. INDEPENDENT CONTRACTOR. Neither these Terms and Conditions nor any purchase order for the Goods creates an employment relationship, partnership or joint venture between the parties. Each party is an independent contractor and is solely responsible for its respective employees and subcontractors. Neither party has authority to create any contract or obligations, either express or implied, on behalf of, in the name of, or binding upon the other party.

20. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL. These Terms and Conditions cannot be changed, modified, or superseded except by written instrument signed by a duly authorized representative of Buyer. If any part of these Terms and Conditions cannot be legally enforced, it shall not affect the other provisions, which shall remain in full force and effect. In addition to all provisions of these Terms and Conditions which expressly survive the expiration or termination hereof, all other provisions which, by their nature, are intended to survive the expiration or termination of these Terms and Conditions shall so survive.

21. ASSIGNMENT; INVALIDITY. Seller may not assign or transfer to any party its obligations under any purchase order or these Terms and Conditions without the prior written consent of Buyer. The invalidity of any provision of the Terms and Conditions shall not affect the validity of any other provisions hereof.

22. GOVERNING LAW.

A. GOODS OR SERVICES DELIVERED TO BUYER IN UNITED STATES. Any purchase order for Goods or Services delivered to Buyer in the United State, these Terms and Conditions, and all transactions related hereto and thereto, shall be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions. Each party irrevocably consents to submit to the sole and exclusive jurisdiction of the State and Federal courts located in Ramsey County, Minnesota, regarding any purchase orders, these Terms and Conditions, and all transactions related hereto and thereto.

B. GOODS OR SERVICES DELIVERED TO BUYER FACILITY IN CANADA. Any purchase order for Goods or Services delivered to Buyer in Canada, these Terms and Conditions, and all transactions related hereto and thereto, shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably consents to submit to the sole and exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario, regarding all purchase orders, these Terms and Conditions, all transactions related hereto and thereto.

C. Survival. The provisions of this Section 22 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

23. AUDIT. Buyer may audit any of Seller’s facilities and records involved with any purchase of the Goods to evaluate Seller’s quality and food-safety procedures and compliance with specifications (“Quality Audits”), and to verify that pricing, pass through costs, reimbursable expenses, or other financial provisions conform to these Terms and Conditions (“Financial Audits”). Buyer may conduct Quality Audits and Financial Audits itself or through a third party that Buyer selects or that Seller selects from Buyer’s pre-approved list, and Seller will not request any auditor to sign an additional agreement in order to conduct the audit. Buyer reserves the right to audit Seller's performance of Services to ensure compliance with these Terms and Conditions and any applicable Service Specifications. The provisions of this Section 23 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

24. NOTICES. Any notices or other communications (other than payments) required or permitted to be given to either party shall be personally delivered or sent by first class mail, certified, to the address shown on the most recent purchase order for the Goods, or to a different address as agreed to in writing by the parties. Such notice shall be deemed served at the time personally delivered or three (3) business days after the date mailed. The provisions of this Section 24 shall survive the expiration or termination of any purchase order and these Terms and Conditions.

25. SUPPLIER APPROVAL PROGRAM. Where applicable, Seller shall comply with Buyer's Supplier Approval Program, which is incorporated by reference herein. Compliance with the Supplier Approval Program is a material term of these Terms and Conditions for those suppliers to whom it applies.