Exhibit 10.12


 





 


Effective Date: 02/03/2020


 


SAM’S
CLUB GROCERY





MERCHANDISE
AGREEMENT


General Supplier Information


 


	Agreement Number:	SAP Supplier Number:	Supplier ID:	Category:
	607499-64-2	1400560216	 	44-Frozen Foods


 


Specialty Group: None


 


Company Legal Name: Ittella International LLC


 


Doing Business As: STONEGATE FOODS INC


 


Legal Entity: Corporation


 


Taxpayer Identification Number ( TIN ): XX-XXX5710


 


	Company Contacts	 
	Supplier Agreement Accepted By: Al Galletti	Phone: 15624084829
	CEO/President: Sam Galletti	Phone: (562)602-0822
	CFO: Stephanie Dieckmann	Phone: (562)602-0822


 


	Corporate Address	Remit Address
	Address Line 1: 6305 ALONDRA BLVD	Address Line 1: 6305 ALONDRA BLVD
	Address Line 2:	Address Line 2:
	City: PARAMOUNT	City: PARAMOUNT
	State: CA	State: CA
	Zip: 90723-3750	Zip: 90723-3750


  


The Supplier Agreement detailed below has been accepted
on behalf of the supplier by: 


Al Galletti - (RLID : 6vf2l12 ) 


 






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SUPPLIER AGREEMENT


 


(Standard Terms and Conditions for Suppliers)


 


This Supplier Agreement, (“Agreement”)
is between supplier indicated on the GENERAL SUPPLIER INFORMATION form that is part of the supplier registration process (“Supplier”
or “you”) and Walmart Inc., and its direct and indirect US and Puerto Rico operating subsidiaries (collectively, “Company””).
This Agreement consists of (1) these Standard Terms and Conditions for Suppliers (“Terms and Conditions”), (2) the
Company policies and guidelines referenced in this Agreement; (3) the Appendix and any Schedule(s) attached hereto and (4) Company’s
minimum requirements and Standards for Suppliers posted at http://corporate.walmart.com/suppliers/minimum-requirements and
http://corporate.walmart.com/sourcing-standards-resources, each as may be amended from time to time by Company (collectively,
the “Standards”), each of which is incorporated in this Agreement.


 


BY CLICKING “I ACCEPT”
AND “SUBMIT” BELOW, BY OFFERING TO SELL, SELLING, OR DELIVERING ANY MERCHANDISE TO COMPANY OR ITS CUSTOMERS, INCLUDING
THROUGH ANY COMPANY WEBSITE OR APPLICATION, OR PROVIDING DIRECT SHIP SERVICES ON BEHALF OF COMPANY, YOU AGREE THAT YOU HAVE READ
AND UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT CHANGE. YOU FURTHER REPRESENT AND WARRANT
THAT (1) ALL THE INFORMATION YOU PROVIDE AS PART OF THE REGISTRATION PROCESS WILL BE ACCURATE AND COMPLETE AND (2) IF YOU ARE EXECUTING
THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HAVE THE REQUISITE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF
OF THE ENTITY YOU REGISTER AS SUPPLIER.


 


By clicking the “I ACCEPT”
button below, you understand that execution of this Agreement by both Supplier and Company does not impose on Company any obligation
(and Company has no obligation) to purchase or take delivery of Merchandise (or to enable the sale or delivery of Merchandise to
any customer) or to use any services of Supplier.


 









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STANDARD TERMS AND CONDITIONS


 


1. DEFINITIONS.
As used in this Agreement or any Order (defined below), the following capitalized words shall have the meanings set forth below: 


(a) “Account” means any right to receive payments
arising under this Agreement.


(b)”Authorized Buyer” means any buyer or category
lead (or successor or equivalent titles) of Company assigned to the category/department corresponding to the purchased Merchandise.


(c) “Change of Control”
of Supplier means an event by which any person or entity, other than person(s) or entity(ies) having Control of Supplier as of
the Effective Date, acquires Control of Supplier. “Control” means having direct or indirect power to direct, or cause
the direction of, the management and policies of an entity, whether through the ownership of voting securities (even if less than
majority ownership), contract, or otherwise. 


(d) “Content” means
product images, product descriptions, Supplier name, logo, trademarks, service marks, copyrights, trade dress, and other information
and materials, and content for marketing and promoting Merchandise in connection with Company’s marketing of the Merchandise.
Content also includes any product information collected by Company from your website, or otherwise made available to Company by
Supplier (or by a third party at Supplier’s direction). 


(e) “Effective Date” means the date this
Agreement becomes effective as to both Company and Supplier.


(f) “Law” means any applicable
international, foreign, or domestic law, regulation, order or other requirement imposed or compelled by a governing or regulatory
authority having legal force (whether federal, state or local), including any treaty, statute, common law, judicial decision, rule,
regulation, code or ordinance.


(g) “Merchandise” means
all products, goods, materials, equipment, displays, articles, and tangible items supplied by Supplier to Company within the Territory,
and all packaging, instructions, warnings, warranties, advertising and other services included therewith.


(h) “Order” means any written or electronic
purchase order for Merchandise issued by Company through an Authorized Buyer.


(i) “Recall” means any removal of Merchandise
from the stream of commerce or the issuance of a corrective action plan or other remedial action initiated by Supplier, a government
entity, or Company.


(j) “Territory” means the United States of
America, its territories and possessions and APO/FPO military addresses.


 


2. ORDERS;
CANCELLATION. Supplier shall receive Orders and send Company invoices electronically unless otherwise agreed to by Company
in writing. Supplier shall comply with Company electronic transmission requirements set forth here https://gsm.wal-mart.com/GSM_Web/Supplier
Policies and Requirements/#EDI requirements. No Company representative has authority to order Merchandise except an Authorized
Buyer through an Order issued pursuant to and subject to the terms of this Agreement. Supplier may ship only after receipt of an
Order. Supplier may accept an Order only as follows: (i) a written confirmation notice to Company, if such notice is requested
by Company, or (ii) shipping conforming Merchandise in accordance with this Agreement and the Order. Supplier is responsible for
verifying the accuracy of all terms of sale on all Orders. Supplier shall notify Company of any inaccuracies not less than twenty-four
(24) hours before shipment. If a change is necessary, no shipment is to commence without written confirmation of the change from
an Authorized Buyer. If Merchandise ships before discovery of an error on the Order, the parties shall confer within forty-eight
(48) hours of such discovery to determine the actions to be taken regarding the erroneous Order. Shipments made contrary to Company’s
routing instructions will be deemed F.O.B. destination (store, club or warehouse). Supplier’s invoice, confirmation memorandum
or other writing may not vary the terms of any Order. Supplier’s failure to comply with one or more terms of an Order shall constitute
breach of this Agreement. Company may cancel all or any part of an Order at any time before shipment.


 


3. DELIVERY TIME.
THE TIME SPECIFIED IN AN ORDER FOR SHIPMENT AND/OR DELIVERY OF MERCHANDISE IS OF THE ESSENCE OF THIS AGREEMENT. If Merchandise
is not shipped and/or delivered within the time specified, Company may, at its option and without limitation, cancel the order
and/or reject any merchandise delivered after the time specified. Company may assess and collect reasonable damages for any deliveries
of Merchandise not received by the time specified in the Order. Notwithstanding Company’s remedies, Supplier shall inform Company
immediately of any actual or anticipated failure to ship all or any part of an Order on the shipment date specified. Acceptance
of any Merchandise shipped after or before the time specified shall not be construed as a waiver of any of Company’s rights or
remedies resulting from the untimely shipment.


 


 4. SUPPLIER
FINANCIAL INFORMATION; SUPPLIER NUMBER Supplier authorizes Company to obtain a current Dun & Bradstreet report (or
such other risk evaluation report as may be designated by Company) for Supplier. The supplier number assigned to Supplier in
connection with this Agreement is unique and personal to Supplier and is non-transferable. Any person other than Supplier
that purports to transact business with Company under Supplier’s vendor number will be jointly and severally
liable with Supplier for all Supplier obligations to Company arising under this Agreement and any Order.




  




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5. PAYMENT TERMS; CASH DISCOUNT;
AUDITS. Payment terms shall be as set forth in Business Terms. Supplier shall comply with the Payment Process
requirements set forth https://gsm.wal-mart.com/GSM_Web/ Supplier Policies and Requirements/#Payment Process
Requirements. Company or its auditors may inspect and audit Supplier’s financial and other account records relating to
the sale and return of Merchandise. Supplier shall provide reasonable assistance in such audits by providing supplemental
records as reasonably requested by Company or its auditors to validate audit results.


 


6. SET-OFF.
Company may recoup, set off, or credit against amounts payable to Supplier all present and future indebtedness of Supplier to Company
arising from this or any other transaction with Supplier or any of its affiliates whether or not related to this Agreement. Company
also may establish a reserve or place a hold on Supplier’s Account as set forth https://gsm.wal-mart.com/GSM_Web/Supplier
Policies and Requirements/#Reservation of Account.


 


7. TAXES.
Unless otherwise agreed, Company is purchasing Merchandise under this Agreement for resale and will supply necessary resale
certificates to Supplier upon request. The Order price includes all taxes and fees which may be imposed upon Supplier by a taxing
jurisdiction on the sale of Merchandise under this Agreement. The Order price does not include: (i) sales, excise or use tax for
which Company is liable upon the sale or use of the Merchandise or (ii) taxes or fees that Supplier is required by Law to separately
state on invoices to Company. If Supplier receives a refund of any taxes included in the Order price or otherwise collected from
Company by Supplier, Supplier shall promptly pay or credit Company the amount of the refund, including any interest.


 


8. PRICE
PROTECTION; PRICE GUARANTEE AND NOTICE OF PRICE INCREASES. Supplier guarantees its prices against manufacturer’s or Supplier’s
own price decline. If Supplier reduces its price on any Merchandise sold to Company, which Merchandise has not yet been delivered
to Company by Supplier or, if consistent with Supplier’s practice, which Merchandise is currently in Company’s inventory (including
Merchandise on hand, in warehouses and in transit), Supplier shall at Company’s discretion either issue a check or give Company
a credit equal to the price difference for such Merchandise, multiplied by the units of such Merchandise to be delivered by Supplier
and/ or currently in Company’s inventory. If at a reasonably close point in time with Supplier’s sale of Merchandise to the Company,
Supplier sells or offers to any competitor of Company any merchandise of like grade and quality at lower prices and/or on terms
more favorable than those stated on the Order, then, except as prohibited by Law, the prices and/or terms of the Order shall be
deemed automatically revised to equal the lowest prices and most favorable terms at which Supplier shall have sold or shall have
offered such Merchandise, and payment shall be made accordingly. If Company becomes entitled to lower prices under this Section,
but has already made payment at a higher price, Supplier shall promptly refund the difference in price to Company. Supplier shall
give Company written notice of any proposed Merchandise price increase at least sixty (60) days before the effective date of the
increase.


 


9. CONTENT. Supplier
shall comply with Supplier Content requirements set forth https://gsm.wal-mart.com/ GSM_Web/Supplier Policies and Requirements/#Supplier
Content Obligations. All right, title and interest in the underlying Content as originally provided by Supplier to Company
will remain the exclusive property of Supplier or the original licensor of the Content. Supplier hereby grants Company a limited,
royalty-free, non-exclusive, non-transferable right to publish, use, reproduce, distribute, transmit, display, modify, edit and
create derivative works based on the Content on the Company website(s) or in the Company apps and in connection with the marketing
and promotion thereof, in connection with the retail sale and rental of its products and services (including without limitation,
all Company’s businesses). The rights in this Section include the right to have third parties exercise Company’s rights
on its behalf, including third party service providers, and will not expire or terminate for so long as needed for marketing and
fulfillment of the Merchandise (including handling of customer returns and warranties).


 


All Merchandise shall have an accurate
UPC barcode (also known as an EAN/UPC symbol) that includes a valid Global Trade Item Number® (GTIN®) and will comply with
GS1 US standards (found at http://www.gs1us.org) or such other of Company’s UPC requirements, as amended from time to time. Where
applicable, Supplier shall provide Company with a current, complete, and accurate Material Safety Data Sheet (“MSDS”)
for the Merchandise.


 






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10. INSURANCE REQUIREMENTS.
During the term of this Agreement and for at least two (2) years thereafter, Supplier at its own cost and expense will
procure and maintain insurance coverage from qualified underwriters meeting or exceeding the requirements posted at http://corporate.walmart.com/suppliers,
which are incorporated into this Agreement, and comply with the Insurance requirements https://gsm.wal-mart.com/GSM_Web/Supplier
Policies and Requirements/#Insurance. Company may change the requirements for insurance posted at http://
corporate.walmart.com/suppliers at any time. Changes to the insurance requirements posted after the Effective Date of
this Agreement, however, will not be applicable to Supplier until twelve (12) months after Company’s posting of such changes.
The requirements in this Section are not intended to and will not in any manner limit or qualify Seller’s obligations
under this Agreement including, but not limited to, Supplier’s defense and indemnity obligations under Section 12.


 


11. REPRESENTATIONS AND WARRANTIES. By acceptance of
an Order, Supplier represents, warrants and covenants that: 


(a) Supplier is in compliance with and will continue to comply
with Company’s Standards;


(b) Supplier and the Merchandise are in compliance with and
shall continue to comply with all Laws applicable to the manufacture, mining, sourcing, distribution, assembly, packaging, transportation,
and sale of the Merchandise; 


(c) The Merchandise will be new and not
used, remanufactured, reconditioned or refurbished, and will comply with all specifications contained in such Order and will be
of equal or better quality as all samples delivered to Company; 


(d) The Merchandise is genuine and is not counterfeit, adulterated,
misbranded, falsely labeled or advertised or falsely invoiced within the meaning of any Laws; 


(e) The Merchandise has been labeled, advertised and invoiced
in accordance with the requirements of all Laws, and the Merchandise, and its sale by Company anywhere within the Territory does
not violate any Law; 


(f) The Merchandise shall be delivered
in good and undamaged condition and shall, when delivered, be merchantable and fit and safe for the purposes for which the Merchandise
is intended to be used, including but not limited to consumer use; 


(g) The Merchandise and Content does not
infringe upon or violate any patent, copyright, trademark, trade name, trade dress, trade secret, or any other rights belonging
to others, and all royalties owed by Supplier, if any, have been paid to the appropriate licensor; 


(h) All information regarding the Merchandise
and Content, provided by or on behalf of Supplier to Company, including all weights, measures, sizes, legends or descriptions
printed, stamped, attached or otherwise indicated with regard to the Merchandise, is true and correct, and conforms and complies
with all Laws relating to the Merchandise; 


(i) Where required by Law, or by Company’s
policies, the Merchandise has been tested by third-party testing bodies approved by Company, found compliant with all applicable
standards and Laws, and the results of such tests will be provided to Company at Company’s request; 


(j) There is no other impediment or restriction, legal or otherwise,
that restricts prevents Supplier from selling and delivering the Merchandise to Company or Company from reselling the Merchandise
to its customers; 


(k) Supplier has all necessary rights
to grant the rights and licenses granted under this Agreement, including with respect to Content; Supplier has secured and will
secure all rights and licenses from the respective intellectual property rights holders of the Content provided under this Agreement; 


(l) The Content does not and Supplier’s
and Company’s permitted use of the Content does not infringe or misappropriate any third party intellectual property rights,
privacy rights or publicity rights or violate any Law; and the Content is not deceptive, misleading or inaccurate or defame or
otherwise injure any party, and


(m) The Merchandise is not transshipped for the purpose of
mislabeling, evading quota or country of origin restrictions or avoiding compliance with the Standards and all Laws. 


Nothing contained in this Agreement or an Order shall be deemed
a waiver of any representations, warranties, or guarantees implied by Law.


 


12. INDEMNIFICATION. Supplier shall
protect, defend, hold harmless and indemnify Company, including its affiliates, officers, directors, employees and agents, from
and against any and all lawsuits, claims, demands, actions, liabilities, injuries, losses, damages, expenses, and attorneys’
fees and costs, regardless of whether such matters are groundless, fraudulent, or false, regardless of the cause or alleged cause
thereof, and regardless of whether such matters arise out of or were caused by the alleged or actual joint or concurrent negligence
of Company, its affiliates or their officers, directors, employees or agents arising in whole or in part out of any actual or
alleged: 


(a) Misappropriation or infringement of any patent, trademark,
trade dress, trade secret, copyright or other right relating to any Merchandise or Content; 


(b) Death of or injury to any person,
damage to any property, or any other damage or loss, by whomsoever suffered, arising out of any actual or alleged defect in the
Merchandise (whether latent or patent), or assembly, sale, delivery, loading or unloading of the Merchandise, including but not
limited to: (i) any actual or alleged failure to provide adequate warnings, labeling or instructions; (ii) any actual or alleged
improper design, manufacture, construction, assembly, or installation of the Merchandise; (iii) any display or demonstration by
Supplier or Supplier’s vendors or representatives on the Company’s premises; or (iv) any
actual or alleged failure of the Merchandise to comply with specifications or with any express or implied warranties of Supplier;  


 




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(c) Violation of any Law relating to the Merchandise, or to
any of its components or ingredients, or to its manufacture, shipment, labeling, use or sale, or to any failure to provide a Material
Safety Data Sheet or certification; 


(d) Act, activity or omission of Supplier or any of its employees,
representatives or agents, including but not limited to activities on Company’s premises; 


(e) Use of any vehicle, equipment, fixture or material of Supplier
or Company in connection with any sale to or service for the Company; and 


(f) Any
in-store product demonstrator, point of sale display, promotional exhibit, other advertising display or material, pallet or other
tangible materials, equipment or fixtures provided by Supplier and related to Merchandise or services under this Agreement.


 


Supplier shall promptly notify Company
of the assertion, filing or service of any lawsuit, claim, or other matter that is or may be covered by this indemnity, and shall
immediately take such action as necessary or appropriate to protect the interests of Company, its affiliates, officers, directors,
employees and agents. On Company’s request, Supplier will promptly provide reasonable cooperation and assistance to Company with
respect to any claim, lawsuit, demand, or investigation involving Company. Supplier shall have an obligation and duty to defend
Company and its affiliates, officers, directors, employees and agents against any lawsuit, claim or other matter that is potentially
within Supplier’s indemnity obligation as described in this Section until final adjudication of Supplier’s indemnity
obligation. Supplier shall promptly notify Company of the legal counsel Supplier proposes to engage to defend and otherwise protect
Company’s interest in such matter and such counsel shall be subject to Company’s approval, which Company shall not
unreasonably withhold. Any counsel proposed, selected or provided by Supplier or its insurer to represent or defend Company or
any of its affiliates, officers, directors, employees or agents shall follow the requirements set forth in Company’s Indemnity
Counsel Guidelines. If Company determines that such legal counsel has not represented, defended or protected Company’s interests
in accordance with the Indemnity Counsel Guidelines, or reasonably believes Supplier’s legal counsel is unwilling or unable
to do so, Company may replace such counsel with other counsel of Company’s own choosing. In such event, any fees and expenses of
Company’s new counsel, together with all expenses or costs incurred because of the change of counsel, shall be paid or reimbursed
by Supplier as part of its indemnity obligation under this Agreement. Company shall at all times have the right to direct the defense
of, and to accept or reject any offer to compromise or settle, any lawsuit, claim, demand or liability asserted against Company
or any of its officers, directors, employees or agents, and Supplier will not settle or resolve any portion of any such claim or
lawsuit without Company’s written approval, which Company will not unreasonably withhold. The duties and obligations of Supplier
created here shall not be affected or limited in any way by Supplier’s fulfillment of its insurance requirements under this
Agreement, or Company’s extension of express or implied warranties to its customers.


 


13. FORUM
SELECTION; CHOICE OF LAW; STATUTE OF LIMITATIONS. This Agreement, any and all Orders, and any and all disputes arising under
or relating to this Agreement, whether sounding in contract or tort, shall be governed by and construed in accordance with the
laws of the State of Arkansas without regard to the internal law of Arkansas regarding conflicts of law. The federal and/or state
courts of Benton and Washington County, Arkansas shall have exclusive venue and jurisdiction over any actions or suits relating
to this Agreement, except where Company expressly agrees otherwise in writing, and except where Company brings any action or suit
against Supplier under or with respect to Section 10 (Insurance Requirements) or Section 12 (Indemnification). The parties shall
not raise, and expressly waive, any defenses based on venue, inconvenience of forum or lack of personal jurisdiction in any action
or suit brought in accordance with the foregoing. Any legal action brought by Supplier against Company must be filed within two
(2) years after the date payment on the Order was due or it shall be deemed forever waived. The parties acknowledge that they have
read and understand this clause and agree willingly to its terms.


 


14. RECALLS; REPORTING OF DEFECTS;
TESTING. If Merchandise is the subject of a Recall, Supplier shall be responsible for all matters and costs associated with
the Recall, including but not limited to: 


(a) Consumer notification and contact;


(b) All expenses and losses incurred by
Company in connection with such Recall (and where applicable, any products with which the Recalled Merchandise has been packaged,
consolidated or commingled), including but not limited to refunds to customers, lost profits, transportation costs, the cost to
Company of its associates’ time, systems expenses in processing any Recall, and all other costs associated therewith; and 


(c) Initial and subsequent contact and
reporting of the Recall to any government agency having jurisdiction over the affected Recalled Merchandise. Supplier shall promptly,
and in no event later than twenty-four (24) hours after its decision to initiate a Recall or its receipt of a Recall notice from
a government entity, inform Company of the Recall. Supplier shall promptly inform Company of its becoming aware of any defect in
the Merchandise that could reasonably be expected to cause damage, illness, injury
or death to humans, animals, or property, or the noncompliance of the Merchandise with any applicable safety or regulatory standard
or Law, whether imposed by a government entity or by Company.


 




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If a government agency initiates any inquiry
or investigation relating to the Merchandise or similar or related goods of Supplier, Supplier shall notify Company immediately
and take reasonable steps to resolve the matter without exposing Company to any liability or risk. After acceptance of delivery,
Company may periodically conduct testing of Merchandise for compliance with Laws, and other standards and specifications, the costs
of which shall be paid or reimbursed to Company by Supplier.


 


15. LIMITATION
OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS REVENUES, BUSINESS INTERRUPTION AND THE LIKE), ARISING
FROM OR RELATING TO THE RELATIONSHIP BETWEEN SUPPLIER AND COMPANY, INCLUDING ALL PRIOR DEALINGS AND AGREEMENTS, OR THE CONDUCT
OF BUSINESS UNDER OR BREACH OF THIS AGREEMENT OR ANY ORDER, CANCELLATION OF ANY ORDER OR ORDERS OR THE TERMINATION OF BUSINESS
RELATIONS, REGARDLESS OF WHETHER THE CLAIM UNDER WHICH SUCH DAMAGES ARE SOUGHT IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY, STATUTE, REGULATION OR ANY OTHER LEGAL THEORY OR LAW, EVEN IF COMPANY OR SUPPLIER HAS BEEN
ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT THE SPECIFIC RIGHTS
AND REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 12 (INDEMNIFICATION) AND 14 (RECALLS),OR LIMIT LIABILITY
FOR NEGLIGENT OR WILLFUL BREACH OF THE USER AGREEMENT.


 


16. REMEDIES. Supplier’s
breach of or failure to comply with any of the Terms and Conditions of this Agreement or any Order shall be grounds for Company
to exercise any one or more of the following remedies: 


(a) Cancellation of all or any part of
any undelivered Order without notice, including but not limited to the balance of any remaining installments on a multiple-shipment
Order; 


(b) Rejection (or revocation of acceptance)
of all or any part of any delivered shipment. Upon rejection or revocation of acceptance of any part of or all of a shipment,
Company may return the Merchandise or hold it at Supplier’s risk and expense. Payment of any invoice shall not limit Company’s
right to reject or revoke acceptance. Company shall be under no duty to inspect the Merchandise, and notice to Supplier of rejection
shall be deemed given within a reasonable time if given within a reasonable time after notice of defects or deficiencies has been
given to Company by its customers. Unless Company otherwise agrees in writing, Supplier shall not have the right to make a conforming
delivery within the contract time; 


(c)Termination or suspension of all current and future business
relationships;


(d) Recovery from Supplier of any damages or expenses sustained
by Company as a result of Supplier’s breach; and


(e) Buyer’s remedies under the Uniform
Commercial Code and such other remedies as are provided under applicable Law. 


These remedies are not exclusive and are in addition to all
other remedies available to Company at Law or in equity.


 


17. FORCE
MAJEURE. If any place of business or other premises of Company or Supplier shall be affected by lockouts, strikes, riots, war,
acts of terrorism, fire, civil insurrection, flood, earthquake, acts of God, or any other casualty beyond that party’s control
(but not including market fluctuations other than those caused by reason of the foregoing), which might reasonably tend to impede
or delay the delivery, receipt, handling, inspection, processing, sale or marketing of the Merchandise covered by this Agreement,
the party so impacted may, at its option, cancel all or any part of the undelivered Order hereunder by giving prompt written notice
to the other party.


 


18. ASSIGNMENT.
Except as specifically set forth in the https://gsm.wal-mart.com/GSM_Web/Supplier Policies and Requirements/#Payment Process
Requirements regarding factoring, Supplier may not assign, delegate, or otherwise transfer to any entity any of its rights
or obligations under this Agreement or under any Order (including any rights to any Company vendor number) without Company’s written
consent. For purposes of and without limiting the foregoing, a Change of Control of Supplier will be deemed to constitute an assignment
(or purported assignment) of this Agreement by Supplier. Any purported assignment in violation of this provision will be void.


 


19. INTELLECTUAL
PROPERTY. Supplier shall not produce, distribute, sell or dispose of Merchandise, or apply for, assign, license, or abandon,
any intellectual property right, that incorporates intellectual property that is owned by or licensed to Company, including Company’s name, logo,
trademarks, trade secrets, service marks, patents, copyrights or trade dress, without the prior written approval of Company.


 




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20. COMPLIANCE
WITH STANDARDS FOR SUPPLIER. Supplier will comply with the requirements set forth in the Standards located at http://corporate.walmart.com/sourcing-standards-resources,
and as may be amended from time to time by Company.


 


21. SEVERABILITY;
WAIVER. No finding that a part of this Agreement is invalid or unenforceable shall affect the validity of any other part of
the Agreement. A party’s failure to enforce at any time any provision of this Agreement will not be construed as or constitute
a continuing waiver of such provision. Any waiver of any of the Terms and Conditions of this Agreement or any Order must be in
writing signed by an authorized representative of Company or Supplier.


 


22. NOTICES.
Except as otherwise specifically provided in this Agreement, any notice or demand which under the terms of this Agreement or under
any Law must or may be given or made shall be in writing and shall be given or made by overnight express service addressed as follows:
if to Company: to the address as instructed by Walmart If to Supplier: to Supplier’s address set forth in the General Supplier
Information form that is part of the supplier registration process. Such notice or demand shall be deemed given on the second business
day after deposit of such notice or demand with the overnight express service.


 


23. TERM;
TERMINATION. This Agreement will commence on the Effective Date and continue in effect until terminated. This Agreement will
not become effective as to Company until Company notifies you in writing that you have been approved as a supplier of Company.
If Company has notified you in writing that you have been approved as a supplier for Company, then this Agreement will become effective
as to both Company and Supplier on the date you click or clicked “I ACCEPT” and such action by you shall be execution
of this Agreement by, and the same as, your physical signature on this Agreement. If Company does not approve you as a supplier
of Company in writing after you have clicked “I ACCEPT”, then this Agreement will be considered null and void ab initio
and will be of no force and effect. If Company has accepted Supplier as a supplier but Company has not yet issued an Order to Supplier,
Company may terminate this Agreement immediately for any or no reason and without penalty by providing written notice to Supplier.


 


Either party may terminate this Agreement
for any or no reason and without penalty on thirty (30) days ’ notice. This Agreement will continue to apply to any Order
dated before the termination of this Agreement, even if the Merchandise is delivered or accepted after termination of this Agreement.


 


24. NO
THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, Company and Supplier intend the Terms and Conditions
of this Agreement and any Order to solely benefit Company and Supplier. Company and Supplier do not otherwise intend to, and do
not, confer third-party beneficiary rights on any other person or entity.


 


25. SURVIVAL OF PROVISIONS. Sections 6, 11-16,
and 18-19, and any other provisions of this Agreement that by their nature are reasonably intended to survive termination, will
survive the termination of this Agreement.


 


26. CHANGES
TO TERMS; BUSINESS PROGRAMS AND PROCESSES. From time to time, Company may modify this Agreement, ands alter, amend,
or create business programs, processes, directives and policies. When it does, Company will provide notice to Supplier of such
changes via its Retail Link system, its corporate website (http:// corporate.walmart.com/suppliers), and/or by such other
means of direct notification to Supplier as Company may determine. After receiving such notice(s), Supplier’s acceptance of Orders
will serve as confirmation of its acceptance of Company’s modifications, and/or new or amended business programs, processes, directives
and policies. If you do not agree to such changes after receiving notice of them, you will notify Company in writing and may not
continue to offer to sell, sell, or make deliveries of Merchandise to Company or its customers.


 


27. NO BUSINESS
EXPECTATION. Company has no obligation and makes no promises to purchase any minimum amount of Merchandise from Supplier. Projections,
past purchasing history and representations about quantities to be purchased are not binding on Company, and Company shall not
be liable for any act or expenditure (including but not limited to expenditures for equipment, labor, materials, packaging or capital
expenditures) by Supplier in reliance on them.


 


28. INTEGRATED AGREEMENT. This
Agreement (and all linked Supplier policies and requirements https:// gsm.wal-mart.com/GSM_Web/Supplier Policies and
Requirements, each as may be amended from time to time), the Standards (as may be amended from time to time), any Order,
and the User Agreement constitute the full understanding of the parties, a complete allocation of risks between them and a
complete and exclusive statement of the terms and conditions of their agreement. All prior agreements, negotiations, dealings
and understandings, whether written (including any electronic record) or oral, regarding the subject matter hereof, are
superseded by this Agreement. Any changes to this Agreement shall be in writing and executed by both parties. If there is a
conflict of terms between this Agreement, an Order, the Standards, the User Agreement, business terms, business programs,
processes, directives or policies incorporated into this Agreement, this Agreement shall be the controlling document.


 




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    	Supplier Number: 607499	Agreement Number: 607499-64-2	Effective Date: 02/03/2020



    

 


Sam’s Club Supplier Agreement Appendix


 


This Appendix constitutes and is part and incorporated into
the Supplier Agreement. The terms of the Supplier Agreement are binding and enforceable as to this Appendix.


 


1. STANDARD PURCHASE ORDER ALLOWANCE


 


These allowances apply to each Order issued, unless otherwise
agreed to by the parties.


 


	Purchase Order Allowance	 	%	 	Payment Method	 	Payment Frequency
	SW - Swell Allowance	 	1.0	 	Off Invoice	 	Each Invoice
	(SW or DM)	 	 	 	 	 	 



 


2. PAYMENT TERMS



 


		2.0%	Cash Discount






		30	Cash Discount Days Available



		45	Net Payment Days Available



 


3. SHIPPING TERMS


 


Prepaid - F.O.B. Supplier


 


No minimum purchase is required for prepaid freight terms. No
freight charges are to be added to invoices. Refer to the current Routing Instructions for detailed instructions.


 


		4.	CONDITION OF SALE



 


	Condition of Sale	 	Definition
	N/A	 	N/A





 


5. PRODUCT CHEMICAL INFORMATION


 


Does Supplier currently sell, or anticipate selling, to Company
under this Agreement any item of Merchandise that contains a powder, gel, paste, or liquid that is not intended for human consumption
or any of the following products that are intended for human inhalation, consumption, or absorption: Lozenges, pills or capsules
(e.g. pain relievers, vitamins); Medicated swabs, wipes and bandages; Patches (heated and/or medicated); Energy bars, diet supplements
and vitamin drinks; Liquids (e.g. cough medicine, eye drops, ear drops, nasal spray and inhalers); Medicated shampoos, gums, ointments
and creams; Lip balm, lip creams and petroleum jelly; Contraceptive foam, films, and spermicides; and Product/Equipment sold with
chemicals (e.g. vaporizer sold with medication), and electronic cigarettes?


 


YES                       ☒
NO


 


 6. RETURN POLICY




 


Company
may return to Supplier, at Supplier’s expense, Merchandise that is: (i) defective or nonconforming; (ii) returned to Company by
customer (either in−store or online); (iii) subject to Conditions of a Guaranteed Sale or Overstock/Stock Balancing;
or (iv) subject to a Recall or product withdrawal under Section 14 of the Supplier Agreement (in any case “Returned Merchandise”).
Returned Merchandise will remain returnable for sixty (60) days after Company and Supplier mutually agree to shut−off
returns. Company will manage Returned Merchandise as follows: Supplier will be charged the greater of the landed price of the
Merchandise or the current Merchandise cost plus a 10% handling charge for all Returned Merchandise. Returned Merchandise will
be shipped with return freight charges billed back to Supplier. Returns are F.O.B Company’s dock.


 




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    	Supplier Number: 607499	Agreement Number: 607499-64-2	Effective Date: 02/03/2020



    

 


Swell Allowance


 


Supplier will allow the Member Satisfaction Merchandise Allowance
stated in this Agreement. The percentage must be adequate to cover all costs associated with Returned Merchandise, including but
not limited to defective/returned merchandise and handling costs, or additional claims will be filed by the Company at its fiscal
year end.


 


NOTWITHSTANDING THE FOREGOING (AND UNDER
ANY OPTION), SUPPLIER AUTHORIZES COMPANY TO PROCESS AND MANAGE RETURNED MERCHANDISE AS COMPANY CHOOSES IN ITS DISCRETION (BUT WITHOUT
AFFECTING RESPONSIBILITY FOR RETURN COSTS), IF COMPANY DETERMINES, FOR WHATEVER REASON (INCLUDING THE CONDITION OF THE MERCHANDISE
AND ITS PACKAGING), THAT THE OPTION SELECTED BY SUPPLIER IS UNSUITABLE. IN ADDITION, COMPANY IS NOT REQUIRED TO RETURN EMPTY OR
DAMAGED PACKAGING TO SUPPLIER (OR RETURN CENTER) TO SUPPORT A CLAIM FOR RETURNED MERCHANDISE.


 


7. Distribution Method


 


DC (Warehouse) ASN - No DSDC - No 


 


 


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