Wholesale Terms & Conditions

1.1 All credit is granted at Supplier’s sole discretion based on Customer’s financial condition, payment history, and credit references. Credit limits and terms are determined for each order based on past payment history and average order volume. Accounts with inconsistent or late payments may be reverted to prepaid, cash-on-delivery ("COD"), or prepayment terms without notice.

1.2 Customer certifies that all information in its credit application is true, complete, and not misleading, and that Customer is solvent at the time of application. Each order constitutes a re-certification. Supplier may rely on such information for credit decisions and may share account performance with credit bureaus.

1.3 Customer must notify Supplier in writing within five (5) days of any material change in ownership, management, financial status, location, legal structure, or operational capacity.

1.4 Customer authorizes Supplier to obtain credit reports and to contact banks and trade references, now and periodically thereafter.

1.5 Supplier may require updated financial statements, bank information, additional or replacement guarantors, security deposits, or prepayment at any time. Failure to provide any of the foregoing within ten (10) days of request is a default.

1.6 Supplier may modify, reduce, suspend, or revoke credit terms at any time, with or without prior notice, and shall have no liability for any resulting interruption of supply.

1.7 Personal Guaranty. Where required, execution of a Personal Guaranty by Customer's owner(s) or principal(s) is a condition precedent to the extension of any credit. Failure to deliver an executed Guaranty is grounds for immediate suspension of credit and conversion to COD or prepayment terms.

1.8 UCC Filings. To secure the obligations described in Section 4, Customer irrevocably authorizes Supplier to file UCC-1 financing statements and amendments with respect to the Products and their proceeds, and to execute and deliver such further documents (including a security agreement) as Supplier may reasonably request. Customer waives any requirement that Supplier send copies of any filing to Customer to the extent permitted by law.

2.1 Standard Payment Terms — Prepaid Unless Approved for Credit. All wholesale orders are prepaid unless Supplier expressly approves credit for Customer in writing. No Customer is entitled to Net 7, Net 14, or any other deferred payment term merely by opening an account, establishing a purchase history, or placing an order. Where Supplier approves credit in writing, the applicable credit limit, invoice due date (which may be Net 7, Net 14, or another period), and other conditions shall be those expressly stated in the written approval or signed credit agreement. Any extension or modification requires Supplier’s written authorization. Supplier may periodically review and prospectively adjust approved credit terms based on account performance, creditworthiness, order frequency, volume, and payment history, subject to applicable law and binding agreements.

2.2 Time is of essence with respect to all payment obligations. Past due balances accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less, commencing on the first day after the due date and accruing daily, compounded monthly. No further notice of accrued interest will be provided.

2.3 Payments are applied first to fees and collection costs, then to accrued interest, then to the oldest outstanding invoices.

2.4 Customer may not withhold, offset, or reduce any payment on account of any claim, dispute, or counterclaim, whether related or unrelated. Undisputed amounts must be paid when due; any good-faith dispute shall be resolved exclusively under Section 14.

2.5 All collection costs, including reasonable attorneys' fees and collection agency fees, are Customer's responsibility.

2.6 Returned or dishonored payments incur a fee of $50 or the maximum permitted by New York law, whichever is greater. Following a returned payment, Supplier may require all future payments by certified funds, wire transfer, or cashier's check.

2.7 Supplier's acceptance of late or partial payment is not a waiver of default, and no course of dealing shall modify these Terms. While any amount is past due, Supplier may decline new orders and may set off any credits, refunds, or other amounts owed to Customer against amounts due to Supplier.

3.1 Orders are not binding until accepted by Supplier in writing. Supplier may decline or cancel any order, in whole or in part, and may allocate available inventory among customers in its sole discretion.

3.2 Delivery windows are estimates only; Supplier is not liable for delivery delays.

3.3 Customer must provide adequate, safe access for delivery. Supplier is not liable for any failed or delayed delivery caused by Customer's failure to do so.

3.4 Customer must inspect Products at the time of delivery. Any nonconformity, shortage, or visible defect must be (a) noted on the delivery receipt or bill of lading before the driver departs and (b) reported to the delivery team. Failure to note exceptions on the delivery documentation constitutes conclusive acceptance of the delivery as complete and conforming.

3.5 Any claim must be submitted in writing within four (4) hours of delivery, supported by photographs, and the allegedly defective Product must be retained and stored per Supplier instructions (except where disposal is legally required) for Supplier inspection or pickup. Failure to give timely notice constitutes irrevocable acceptance of the Products "as is" and a waiver of all claims. Claims for latent defects must be made in writing within twenty-four (24) hours of discovery, and in all events within five (5) days of delivery.

3.6 After acceptance, all claims for visible defects are waived. Perishable Products are not returnable except where required by law; any permitted return requires a return authorization issued by Supplier in advance.

3.7 Customer is solely responsible, after delivery, for proper handling, temperature control, storage, stock rotation (FIFO), and traceability (maintaining lot/date records). Customer represents that it holds and will maintain all licenses, permits, and food-safety certifications required for its operations and any resale of the Products, and that resale will occur before the Products' "best by" dates.

4.1 Title to Products remains with Supplier until payment is received in full, including all fees and interest.

4.2 Supplier retains a purchase-money security interest (PMSI) in all Products sold on credit and in their proceeds. Customer authorizes the UCC filings described in Section 1.8. Upon default, Supplier may exercise all rights of a secured party under the Uniform Commercial Code, including repossession by self-help without breach of the peace, to the fullest extent permitted by law.

4.3 Risk of loss passes to Customer upon delivery to Customer or its agent.

5.1 Prices are subject to change without notice and are not guaranteed until an order is confirmed in writing by Supplier.

5.2 Customer is responsible for all taxes, fees, and governmental charges on the sale or use of the Products (excluding taxes on Supplier's net income). Customer must provide a valid exemption certificate where applicable; failure to do so renders Customer liable for the taxes.

5.3 Supplier may pass through fuel surcharges, delivery fees, handling fees, and commodity-based price adjustments, with commercially reasonable notice where practicable.

5.4 Customer must report any invoicing error within five (5) days of receipt of the invoice. An invoice not disputed in writing within that period is deemed accepted as correct and payable as stated.

6.1 Supplier warrants only that the Products, at the time of delivery to Customer: (i) were manufactured, stored, and transported in accordance with applicable federal and New York food-safety laws; (ii) were fit for human consumption; and (iii) conformed to Supplier's standard written specifications, if any. This limited warranty applies solely at the time of delivery and does not extend beyond that point.

6.2 This warranty does not apply to: (i) improper storage, refrigeration, or handling by Customer; (ii) Products not used or resold by their "best by" date; (iii) resale or holding without proper temperature control; and (iv) any modification or repackaging by Customer.

6.3 Customer acknowledges and agrees that:

(a) Customer is solely responsible for proper handling, temperature control, storage, and rotation of Products after delivery;

(b) Supplier has no liability for spoilage, contamination, degradation, or damage occurring after delivery to Customer or Customer's agent; and

(c) Customer must inspect Products upon delivery and provide written notice of any alleged defect or nonconformity within four (4) hours, and failure to provide timely notice constitutes irrevocable acceptance of the Products "as is" and a waiver of all claims.

6.4 EXCEPT AS SPECIFICALLY STATED IN SECTION 6.1, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.1 Supplier's total liability for any claim arising out of or relating to the Products or these Terms shall not exceed the amounts actually paid by Customer for the specific Products giving rise to the claim.

7.2 Supplier is not liable for lost profits, loss of business or goodwill, spoilage or shrinkage, product substitution costs, or any incidental, consequential, special, exemplary, or punitive damages, or for third-party claims asserted against Customer, even if advised of their possibility.

7.3 If Supplier determines, in its sole discretion, that a Product was defective at the time of delivery, Customer's exclusive remedy — and Supplier's sole obligation — shall be either: (i) replacement of the affected Product, or (ii) issuance of a credit not exceeding the purchase price paid for that Product.

7.4 Supplier has no obligation to accept returns of perishable Products unless required by law.

7.5 Any claim must be commenced within one (1) year after the delivery date of the Products giving rise to the claim, or it is permanently barred, to the fullest extent permitted by law.

Customer shall defend, indemnify, and hold harmless Supplier and its officers, owners, employees, affiliates, and agents (the "Indemnified Parties") from and against all claims, damages, liabilities, losses, costs, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's storage, handling, resale, distribution, or service of the Products; (ii) Customer's breach of these Terms; (iii) contamination, spoilage, or food-safety violations occurring after delivery; (iv) injury or illness alleged to result from Customer's products, services, or premises; (v) Customer's violation of any law, including tax, labeling, licensing, or food-handling regulations; (vi) any recall, market withdrawal, or seizure of Products after delivery or resulting from Customer's handling or resale, including Customer's costs of cooperation; and (vii) Customer's negligence or willful misconduct.

Supplier may assume control of the defense of any claim asserted against an Indemnified Party with counsel of its choosing; Customer shall not settle any claim in a manner that imposes any liability or admission on an Indemnified Party without Supplier's prior written consent. These obligations survive termination of the credit relationship.

9.1 Customer shall maintain, at its own expense, with insurers rated at least A-/VII (A.M. Best): (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) product liability coverage appropriate to Customer's resale or use of the Products; (c) workers' compensation insurance as required by law; and (d) commercial automobile liability coverage.

9.2 Each liability policy (other than workers' compensation) shall name Supplier as an additional insured. Customer shall furnish certificates of insurance upon request within ten (10) days. Failure to maintain or evidence required insurance is a default entitling Supplier to suspend credit and deliveries until cured. Customer's insurance obligations do not limit its indemnification obligations under Section 8.

10.1 Customer is in default if: (i) any invoice is unpaid when due; (ii) Customer exceeds its credit limit; (iii) Customer ceases operating, becomes insolvent, makes an assignment for the benefit of creditors, or files (or has filed against it) a bankruptcy or receivership proceeding; (iv) Customer provides false or misleading information; (v) any payment instrument is returned or dishonored; (vi) Customer fails to deliver any required financial information, guaranty, or insurance documentation; or (vii) Customer defaults under any other agreement with Supplier or any of its affiliates.

10.2 Upon default, and in each case where permitted by applicable law, without further notice or demand: (i) suspend deliveries; (ii) revoke credit terms and convert the account to COD or prepayment; (iii) accelerate all outstanding amounts, making them immediately due and payable; (iv) assess returned-payment and administrative fees; (v) enforce its security interest, including repossession as permitted by Section 4.2; (vi) set off amounts owed to Customer; (vii) pursue legal action; and (viii) refer the account to a collection agency or attorney.

10.3 Customer agrees to pay all costs of collection, including without limitation collection agency fees, attorneys' fees, court costs, interest, and administrative fees. All remedies are cumulative; no single exercise of a remedy is an election.

11.1 Supplier may terminate Customer's credit account or ability to purchase on credit at any time, with or without cause.

11.2 Termination does not relieve Customer of its duty to pay all outstanding balances, fees, and costs, and all accrued rights and remedies survive.

11.3 Sections 2 (as to accrued amounts), 4, 6, 7, 8, 9, 10, 12, 14, and 15 survive termination.

12.1 Where required, Customer's owner(s) or principal(s) must execute a Personal Guaranty in Supplier's standard form, which shall be: (a) absolute, unconditional, and continuing; (b) a guaranty of payment, and not merely of collection, enforceable against the guarantor(s) without Supplier first attempting collection from Customer or any other person; (c) joint and several where more than one guarantor signs; and (d) applicable to all amounts owed, including interest, fees, and attorney and collection costs.

12.2 Each guarantor irrevocably waives presentment, demand for payment, protest, notice of acceptance, notice of default, and any and all suretyship and other defenses to the fullest extent permitted by law. The guaranty continues notwithstanding any change in credit limit, terms, composition, or structure of Customer, and binds the guarantor's heirs and estate, until all guaranteed amounts are paid in full.

12.3 Customer acknowledges that the personal guaranty is a material inducement to the extension of credit and shall cause the required principals to execute and deliver the Guaranty promptly upon request.

Supplier is not liable for any failure or delay due to events beyond its reasonable control, including natural disasters; supply-chain or ingredient shortages; labor strikes or shortages; equipment or utility failures; transportation delays; pandemics, epidemics, or public health emergencies; acts of war or terrorism; and governmental restrictions or regulatory actions. Supplier may allocate available inventory among customers as it deems appropriate. Affected obligations are suspended for the duration of the event and corresponding deadlines are extended; Customer may not terminate any order by reason of such delay. Customer's payment obligations for Products already delivered are not excused.

14.1 These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles.

14.2 At Supplier's sole option, any dispute relating to payment, default, or credit may be resolved either (a) by binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association, with the seat of arbitration in the county in which Supplier is headquartered, before a single arbitrator, with the award enforceable in any court of competent jurisdiction; or (b) by litigation in the state or federal courts located in the county in which Supplier is headquartered.

14.3 Customer consents to personal jurisdiction and venue in the forums described in Section 14.2 and waives any objection based on inconvenient forum.

14.4 CUSTOMER WAIVES ANY RIGHT TO TRIAL BY JURY in any action arising out of or relating to these Terms or the Products.

14.5 The prevailing party in any litigation arising out of these Terms shall be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief.

14.6 Customer agrees that service of process may be made by certified mail, return receipt requested, to the address listed on the credit application, and such service shall be deemed valid to the fullest extent permitted by law.

15.1 Entire Agreement; Order of Precedence. These Terms, together with any signed credit application, personal guaranty, and written agreements signed by Supplier, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous terms. In the event of conflict, the order of precedence is: (1) a signed written agreement specifically referencing these Terms; (2) these Terms; (3) Supplier's order confirmation; and (4) all other documents. Customer's purchase order or portal terms are rejected and shall be of no effect.

15.2 No modification of these Terms is binding unless in a writing signed by Supplier, except that updated Terms properly noticed per the preamble govern future orders.

15.3 No waiver is effective unless in a writing signed by Supplier, and no delay, omission, or partial exercise of any right is a waiver of that or any other right.

15.4 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable (or, if not possible, severed), and the remainder shall remain in full force.

15.5 Customer may not assign, delegate, or transfer these Terms or any order, in whole or in part, without Supplier's prior written consent; any attempted assignment without consent is void. Supplier may assign these Terms or any receivable to an affiliate or in connection with any financing, factoring, sale, or transfer of its business.

15.6 These Terms bind and benefit the parties and their respective successors and permitted assigns.

15.7 Notices. All notices must be in writing and delivered personally, by certified mail (return receipt requested), or by email (with confirmation of transmission) to the addresses on the credit application or as updated by notice, and are deemed received upon delivery.

15.8 Electronic signatures and scanned or electronically transmitted copies are effective as originals to the fullest extent permitted by applicable law.

15.9 There are no third-party beneficiaries of these Terms other than the Indemnified Parties under Section 8.

15.10 Customer acknowledges that it has had the opportunity to review these Terms and to consult legal counsel, and that these Terms allocate commercial risks between the parties in exchange for the extension of credit.

These Terms are presented to each prospective wholesale customer during the opening of its wholesale account. As part of account setup, Customer's authorized representative will review and sign this agreement, confirming that Customer has read, understood, and agreed to be bound by these Terms.