Bulk Services, LLC Distributors of Ingredients to Today's Bread, Pasta and Pastry Artisans info@bulkservicesllc.com These Terms and Conditions (“Terms”) shall be binding upon Bulk Services LLC (“Seller”) and the buyer (“Buyer”) under the relevant Agreement and together with these Terms and the respective invoice, shall form the Agreement (“Agreement”). All deliveries of goods (“Goods”) described in the relevant Agreement by Seller to Buyer shall be delivered and accepted upon the terms and conditions set forth in these Terms. Based upon the Agreement with Buyer, Seller has relied to its detriment that Buyer will fully perform under the Agreement by immediately taking commodity equity positions with regard to the purchase of the Goods to be delivered under the Agreement. The Goods covered by the Agreement are sold on the basis of net weights when packed, or, if shipped in bulk, net weights when loaded and such weights shall govern. Unless otherwise stated in the Agreement, Seller’s weights, analysis and condition, at origin, will govern. If the Agreement requires or authorizes the delivery of goods in separate lots to be separately accepted by Buyer, Buyer may only refuse such portion of such lot or shipment that fails to comply with the requirements of the Agreement. Buyer may not refuse to receive any lot or portion of Goods shipped under the Agreement for failure of any other lot or portion of a lot to be delivered or to comply with this Agreement, unless such right of refusal is expressly provided for on the face hereof. If Buyer fails to pay Seller in accordance with the Agreement and the payment terms as stated on the Invoice, Seller has the right, in addition to any other rights or remedies provided by contract or law, and subject to any right Buyer has by law to correct its default, to declare the entire balance of Buyer’s account immediately due and payable and/or to foreclose any security interest that Seller may have in the Goods delivered. If any unpaid balance is referred for collection, Buyer agrees to pay (in addition to all damages otherwise available to Seller), to the extent permitted by law, reasonable attorney fees, whether or not litigation is commenced or prosecuted to final judgment, plus any court costs or expenses incurred by Seller, and any finance charge accrued on any unpaid balance owed by Buyer, all as calculated in accordance with the Agreement, until all amounts owed to Seller that are due are under the Agreement are paid in full. Should Buyer’s financial strength become unsatisfactory to Seller, Seller may, in its discretion and at any time, withhold further shipments, require immediate cash payments for past and future shipments or require other security satisfactory to Seller before further deliveries shall be made. In the event Buyer designates a collecting bank, it shall be responsible to Seller for any loss or damage to Seller by reason of any failure or default on the part of said bank in connection with payment by Buyer under this Agreement. If Buyer fails to pay any invoice amounts due by their respective due dates, Buyer agrees to pay all FINANCE CHARGES if so charged on the unpaid balance of all overdue invoices, less any applicable payments and credits, from the date the total amount of each invoice is due and payable at an ANNUAL PERCENTAGE RATE of EIGHTEEN PERCENT (18%), or the highest applicable and lawful rate on such unpaid balance, whichever is greater. The Seller may institute retroactive finance charges at any time on past due balances. The applicable payment terms under the Agreement shall be: Payable upon receipt of invoice or as otherwise stated on Seller’s invoice. When the basis of shipment is F.O.B., delivery of goods by the Seller to the carrier at point of shipment shall constitute delivery to Buyer. Buyer shall furnish Seller complete shipping instructions (and when required, the necessary containers) at least seven (7) days before the time of shipment. If there is more than one installment of goods shipped or stipulated to be shipped, these Terms shall be construed to be severable as to each installment, except where such construction would be in direct conflict with the provisions under the Agreement, and breach or default of either Buyer or Seller as to any installment or installments shall not give the other party a right to cancel the Agreement, except as herein otherwise expressly provided. Unless otherwise stated in the Agreement or any other written contract between the parties, title to the Goods and risk of loss shall pass to Buyer when the Goods sold under the Agreement are placed in the hands of the carrier, and Buyer hereby assumes all responsibility for shortages, losses, delays or damage in transit thereafter. Buyer hereby waives any claim or defense based on the quality of the Goods specified herein, unless within SEVEN (7) days after Buyer learns, by use or otherwise, of the defect complained of, but in any event within TEN (10) days after delivery of said Goods at destination, Buyer sends Seller at Seller’s main office a letter by registered mail to Bulk Services LLC PO BOX 2204 Methuen MA 01844 specifying the nature of the complaint. Seller warrants (i) that the Goods sold under the Agreement, as of the date of shipment, will conform to the agreed upon specifications, if any; and (ii) Seller has the right to convey good title to the goods and/or services. Buyer understands and acknowledges that the Goods are made from a raw agricultural product, and unless otherwise expressly stated in a document signed by Seller, Seller does not control for pathogenic activity, including Salmonella or E. coli, in the Goods that may originate or be sourced from the environment where the grains or seeds, such as wheat, that the Goods are made from, are grown, harvested, or stored. The Goods are intended to be further processed by Buyer to minimize or prevent the risk of pathogens, which is often accomplished with a lethality step such as baking, cooking, frying or boiling. If the agreed upon specifications for the Goods, or other agreement between the parties, specify the class or classes of wheat to be used in the production of the Goods (the “Specification Class”), the Specification Class shall be interpreted in accordance with the definitions of wheat classes set forth at 7 C.F.R. §§ 810.2202-2204. The wheat used in the production of the Goods may therefor contain up to 10% of a class of wheat other than the Specification Class. EXCEPT FOR THE FOREGOING, SELLER HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Any claim by Buyer (i) that any goods or services do not conform to the agreed-specification or (ii) made otherwise with respect to any goods or services must be made promptly and will be deemed to be waived unless received, in writing, by Seller within SEVEN (7) days after the delivery of the goods or services. Buyer’s exclusive remedy and Seller’s exclusive liability for delivery of nonconforming goods or services or for breach of warranty is expressly limited to, at Seller’s option, (i) replacement of the nonconforming goods or services, or (ii) refund of the purchase price to the extent already paid. All nonconforming goods must be returned to Seller, or, at Seller’s discretion, disposed of by Buyer at Buyer's expense in a manner acceptable to Buyer and Seller. SELLER SHALL NOT BE LIABLE FOR BUYER’S LOST PROFITS OR FOR ANY LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM BUYER'S PURCHASE OR USE OF SUCH GOODS OR FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING THEREFROM. SELLER'S TOTAL LIABILITY TO BUYER FOR ANY BREACH OF THIS LIMITED WARRANTY, OR FOR ANY CLAIM THAT THE GOODS DELIVERED UNDER THE AGREEMENT WERE/ ARE DEFECTIVE OR NON-CONFORMING, SHALL BE LIMITED TO THE INVOICE PRICE OF ANY GOODS SHOWN TO BE DEFECTIVE, NON-CONFORMING, OR IN VIOLATION OF THE LIMITED WARRANTY PROVIDED HEREIN. Any action or claim against Seller under the Agreement shall be commenced within ONE (1) MONTH after delivery of the respective Goods to Buyer or shall be deemed to be waived. Buyer shall be solely responsible for determining the adequacy of the Goods sold under the Agreement for any and all uses to which Buyer shall apply said Goods. Buyer agrees to hold Seller harmless from and against any and all claims, suits, loss, damage, or other liability arising out of connected with or in any way related to Buyer’s use of the Goods and to indemnify Seller against any and all such claims, suits, loss, damage, or other liability, including reasonable attorneys’ fees, which may arise in connection with Buyer’s use of the Goods covered by the Agreement. Each party’s respective rights to terminate upon default shall be as follows: (i) if Buyer fails to make any payment when due, fails to perform any other of its obligations under the Agreement, or breaches any other agreement between the parties, or if Buyer makes any assignment for the benefit of its creditors, or if a petition under any State or Federal bankruptcy or insolvency law is filed by or against Buyer, or if a receiver of Buyer's property is appointed, then Buyer shall be in breach of the Agreement, and Seller shall, in addition to any other remedy, have the right to immediately withhold further deliveries and/or the right to terminate the Agreement immediately by written notice to Buyer and settle any outstanding contract equity that Buyer may have in the Agreement based on market values as of the date that the notice is sent by Seller or received by Seller; or (ii) if Seller fails to perform any obligations under the Agreement, then Seller shall be in breach of the Agreement, and Buyer shall, in addition to any other remedy, have the right provide a 30-day written notice of termination to Seller and if Seller fails to cure such breach within such 30-day notice period then Buyer shall have the right to terminate the Agreement immediately by written notice to Seller and settle any outstanding contract equity that Buyer may have in the Agreement based on market values as of the date that the notice is sent by Buyer or received by Seller. Any such notice under this provision sent by Buyer to Seller shall be sent to: Bulk Services LLC PO BOX 2204 Methuen MA 01844 and any notices from Seller to Buyer shall be to the contact name and address set forth in the Agreement. Buyer may not use Seller’s trade names, trademarks, logos, service marks, or other proprietary marks. All information provided by Seller under the Agreement, including, but not limited to, the terms and conditions of the Agreement shall be held in confidence by Buyer. This obligation shall survive the termination or expiration of the Agreement. Waiver by either party of any default of the other shall not operate to excuse the defaulting party from further compliance with the Agreement. If Buyer fails to make any payment under the Agreement, when due, Seller, in addition to other legal remedies, shall have the right to terminate the Agreement. With regard to Delivery or Receipt of Goods as stipulated by any Contract between the parties, either party will be excused from a failure to perform or a delay in performance caused by events beyond its reasonable control if that party (i) takes reasonable efforts to remove the cause of its inability to perform or its delay in performance and (ii) gives prompt notice to the other party of the particulars of its inability or delay. In the event Seller is unable to supply the total requirements of its customers due to unavailability of Goods, Seller may allocate its available supply among its customers in a manner determined by Seller to be fair and equitable. Seller will have the right to terminate the Contract, without any liability to Buyer, if either party’s performance is excused for more than THIRTY (30) calendar days. Any claim of Force Majeure by Buyer in its inability to receive the balance of any Contract for Goods does not suspend Buyer's financial obligation to Seller for any Invoices previously issued and for Goods previously accepted. With regard to a Contract between the Seller and Buyer for a set amount of Goods to be delivered and received within a specific timeframe at a set price, the Seller and Buyer agree to be obligated to the Contract's terms. If the Buyer defaults (Default) on the purchasing of said Goods for reasons other than those set forth in the above paragraph titled "Force Majeure," Buyer agrees to remedy the Seller for any losses sustained by Seller being unable to sell said Goods elsewhere for at least the same set price. The Buyer may not Default by discontinuing to purchase Goods via the Contract due to Buyer's Remorse or a drop in any Commodities Market which renders the contracted Goods more expensive than what is then currently available during the Contract's time frame. If such a Default takes place, Buyer agrees to remedy the Seller for any losses the Seller may experience if the remaining Contract balance of Goods has to be sold to a different Buyer at a price less than that agreed to in the original Contract. Acceptance of any amount of Goods covered in a Contract indicates acceptance of the Contract's stipulations and requirements, i.e. the full amount of Goods to be delivered and received within a specific timeframe at a set price. Without limiting Seller’s other rights and remedies, Seller has the right to set off and/or net its obligations under the Agreement against any debts, claims or obligations owed by Buyer to Seller. Neither party may assign any Contract entered into without the express written consent of the other party. The Agreement will be binding upon and inure to the benefit of the parties and their heirs, administrators, executors, successors and permitted assigns. The laws of the State of Massachusetts will govern the Agreement without reference to conflict of laws principles. Notices and updates provided in the course of ordinary day-to-day business may be sent or confirmed via email, including orders and invoices. Any other notice required or permitted under the Agreement must be in writing and delivered personally, by mail or courier or sent by certified mail, return receipt requested, to Buyer or Seller, at the address on the face hereof, or at their principal place of business, and, in any event, with a copy to Bulk Services LLC PO BOX 2204 Methuen MA 01844 Email: Info@bulkservicesllc.com. Notice under the Agreement shall be deemed to have been given on the date dispatched. These Terms, together with any invoices issued under the Agreement and any other written contracts executed pursuant to the Agreement, incorporate all the understandings of the parties with respect to the matters contained herein and supersede all prior agreements, negotiations or communications, whether oral, written, or implied concerning the subject matter of the Agreement. If Buyer has completed a credit application, the terms and conditions of the credit application are incorporated herein. If these Terms are ordering goods and/or services from an existing sales agreement between Buyer and Seller that expressly overrides the pre-printed terms and conditions in the Agreement, the terms and conditions in that sales agreement will control this sale. These Terms may not be changed except with the written agreement of the Buyer and Seller and may not be waived except with the written consent of the waiving party. Except for any formal written sales agreement signed by both parties, in the event of any discrepancy between these Terms and any invoice or other agreement between the parties, these Terms shall control. If any provision of the Agreement is held to be invalid, illegal or unenforceable, either in whole or in part, that holding will not affect the validity, legality or enforceability of the remaining provisions of the Agreement. ulk Services LLC reserves the right, in its sole discretion, to change the Terms by which our business is offered. The most current version of the Terms will supersede all previous versions. Bulk Services LLC encourages all customers to periodically review the Terms to stay informed of any changes and updates. Bulk Services, LLC Office: 85 Manchester St. Lawrence, MA 01841 Mailing: PO Box 2204 Methuen, MA 01844 978-687-BULK (2855) info@bulkservicesllc.com