4872-1375-2258.1
WALT’S WHOLESALE MEATS, INC.
TERMS AND CONDITIONS OF SALE
THESE TERMS AND CONDITIONS OF SALE constitute a binding
agreement (this “Agreement”) by and between Walt’s Wholesale Meats,
Inc., a Washington corporation (“Seller”), and the party identified on the
signature page hereof as the “Purchaser”. By signing this Agreement, for
good and valuable consideration (including Purchaser’s agreement to
purchase and Seller’s agreement to sell Products (as defined below)), the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original copy and all
of which, when taken together, shall be deemed to constitute one and the
same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission, portable document format (PDF)
or electronic signature (e.g., DocuSign) shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of
the original Agreement for all purposes.
IN WITNESS WHEREOF, Seller and Purchaser have executed this
Agreement as of the latest date written below.
Seller:
Walt’s Wholesale Meats, Inc. Address for Notices:
By: Attn:
Name:
Title:
Date: Email:
Purchaser:
Walt’s Wholesale Meats, Inc. Address for Notices:
By: Attn:
Name:
Title:
Date: Email:
2

APPLICATION OF AGREEMENT; PURCHASE ORDERS. The
provisions of this Agreement shall govern and apply to all sales of meat
Products (“Products”) by Seller to Purchaser pursuant to any written or
verbal purchase order (or equivalent) (a “Purchase Order”) submitted by
Purchaser to Seller on or after the date hereof and accepted by Seller, unless
the parties otherwise expressly agree in writing (with any such writing
expressly stating how the applicable provisions of this Agreement are
overridden or waived). To the extent any conflict arises between the
provisions of this Agreement and the provisions of any Purchase Order, the
provisions of this Agreement shall govern. Any provisions of a Purchase
Order delivered by Purchaser that are not included in this Agreement or that
conflict with any provision of this Agreement shall be deemed rejected by
Seller and stricken from such Purchase Order unless specifically accepted
by Seller in a written instrument that specifically references this Section 1
as being overridden as to such provision, but only to the extent of that
specific Purchase Order.

PRICES. All prices for Products shall be Seller’s price in effect at the
time of Purchase Order acceptance by Seller unless otherwise expressly
stated in any Purchase Order and expressly agreed to in writing by Seller.
All prices published or quoted by Seller may be changed by Seller at any
time and for any reason upon prior written (including email) notice to
Purchaser. If Purchaser is quoted any Product price that includes a quantity
or volume discount, but Purchaser fails to accept or otherwise take delivery
of a quantity of such Products that would qualify for such quantity or
volume discount price then the price for such Products shall be adjusted to
reflect the applicable non-discounted price. If such adjustment is made after
Purchaser has paid the originally quoted Product price, Purchaser shall be
backbilled, and shall pay, the additional amount due for the affected
Products.

TAXES. The amount of any sales, revenue, use, ad valorem, excise or
other taxes, duties or other fees or charges of any nature, imposed by any
governmental authority applicable to the manufacture, sale, purchase,
shipment, export or import of Products (excluding any taxes on the net
income of Seller) shall be added to the invoiced price for the Products or in
lieu thereof, Purchaser shall provide Seller with a tax exemption certificate
and number acceptable to the applicable taxing authority so as to relieve
Seller of its obligation to collect such taxes, duties or other fees or charges.

TERMS OF PAYMENT. Unless otherwise expressly stated in any
Purchase Order and expressly agreed to in writing by Seller, and except as
otherwise provided herein, Purchaser shall be invoiced for Products upon
their delivery (as such delivery is specified in Section 6 hereof), and
payment of each such invoice shall be due in full within 7 days after
delivery of such invoice. Seller reserves the right at any time to require full
or partial payment in advance or to revoke or modify any credit or other
payment terms previously extended if, in Seller’s reasonable discretion,
Purchaser’s business or financial condition or other performance does not
warrant proceeding on the payment terms specified or if Purchaser is
delinquent in amounts due to Seller. If Products are delivered in
installments, Purchaser shall pay for each installment in accordance with the
terms of payment hereof. Overdue payments shall be subject to finance
charges computed at a periodic rate equal to the lesser of (i) 1.5% per month
(18% per year), or (ii) the highest rate of interest permitted by applicable
law, calculated daily and compounded monthly. Purchaser shall reimburse
Seller for all costs incurred by Seller in collecting any late payments,
including (without limitation) attorneys’ fees and expenses. Amounts owed
by the Purchaser with respect to which there is no dispute shall be paid
without set-off for any amount that Purchaser may claim is owed by Seller
or any of its affiliated companies and regardless of any other controversies
which may exist.

PURCHASE ORDER CANCELLATION AND SUSPENSION.
Once accepted by Seller, Purchaser may not cancel or terminate any
Purchase Order without Seller’s written consent (which consent may be
given or withheld in Seller’s sole discretion). If Purchaser is in default of
amounts owing to Seller or, Seller believes in good faith that Purchaser has
suffered a material adverse change in its financial or business condition,
Seller may cancel or suspend its performance under any Purchase Order, in
whole or in part, until Purchaser has paid for all Products previously
delivered and pays in advance for all Products that are the subject of
Purchase Orders that are pending fulfillment by Seller.

COSTS OF ENFORCEMENT AND DEFENSE. If any legal action or
proceeding is instituted to remedy, prevent, or obtain relief from a default or
breach by a party hereto in the performance of (or failure to perform) its
obligations under this Agreement, the substantially prevailing party in such
action or proceeding (as determined by the applicable court or arbitrator)
shall be entitled to recovery of all of its costs (including court or arbitration
costs, costs of investigation, and reasonable attorneys’ fees and expenses)
incurred in each and every aspect of such action or proceeding.

DELIVERY. Unless otherwise expressly stated in any Purchase
Order and expressly agreed to in writing by Seller, all Product sales are
EXW (Ex works, Incoterms 2020 or later update), Seller’s point of origin
(carrier arranged and paid by Purchaser), and the time of delivery shall be
the time when the Products are placed into the possession of the designated
carrier for delivery to Purchaser or its designee. Title to and risk of loss of
Products shall pass to Purchaser upon delivery as provided in the preceding
sentence. Delivery dates specified in any Purchase Order represent Seller’s
reasonable estimates and are approximate. Failure by Seller to meet any
such date shall not constitute a default by Seller nor shall Seller be liable for
loss or expense incurred in the event that any estimated delivery date is not
met. Seller may, in its sole discretion, without liability or penalty, make
deliveries of Products under any Purchase Order in installments. Each
installment delivery shall constitute a separate sale, and Purchaser shall pay
for the Products delivered in each installment whether such delivery is in
whole or partial fulfillment of a Purchase Order. The type and quantity of
Products as recorded by Seller at Seller’s delivery point is conclusive
evidence of the type and quantity of such Products received by Purchaser
upon such delivery unless Purchaser can provide conclusive evidence to the
contrary. Any liability of Seller for non-delivery of Products shall be
limited to replacing such missing Products within a reasonable time or
adjusting the invoice respecting such Products to reflect the actual type and
quantity delivered.

INSPECTION; NON-CONFORMING PRODUCTS. Purchaser shall
have 5 days from the date of delivery (as such delivery is specified in
Section 6 hereof) of any frozen Product shipment and 3 days from the date
of delivery of any fresh Product shipment to inspect such Products (as
applicable, the “Inspection Period”). Purchaser shall be deemed to have
irrevocably accepted each shipment of Products unless Purchaser notifies
Seller in writing of any Nonconforming Products during the Inspection
Period and furnishes such written evidence or other documentation as may
be reasonably requested by Seller. For purposes of this Agreement,
“Nonconforming Products” means only the following: (a) Products are of a
different type, cut or content (including fat content) than identified in the
applicable Purchase Order; or (b) Products are spoiled, contaminated or
otherwise fail to meet regulatory or recognized industry standards based on
pathogen or other food safety testing conducted by Purchaser or its agents
(“Spoiled Products”), provided that any rejection of Spoiled Products shall
require Purchaser to provide Seller with copies of all testing documentation
evidencing the issues giving rise to the alleged nonconformance. If
requested by Seller, Purchaser shall ship Nonconforming Products, or
samples thereof, to Seller’s delivery location, at Seller’s cost but with risk
of loss passing to Seller only upon delivery to Seller’s original point of
delivery, for examination, further testing and/or disposal by Seller, or shall
make the Nonconforming Products available for examination and testing by
Seller or its agents at the location of the Nonconforming Products.
Subject to the provisions of this Section 7, if Purchaser timely notifies
Seller in writing of any Nonconforming Products, Seller shall, in its sole
discretion, (x) replace such Nonconforming Products with conforming
Products, or (y) credit or refund the applicable portion of Purchase Order
price for such Nonconforming Products, together with any reasonable
shipping expenses incurred by Purchaser in connection therewith. If Seller
exercises its option to replace Nonconforming Products, Seller shall, after
receiving Purchaser’s return shipment of Nonconforming Products (if such
return is requested by Seller), ship the applicable replacement Products to
Purchaser, EXW (Ex works, Incoterms 2020 or later update), Seller’s point
of origin, but with shipping paid for by Seller. This Section 7 contains
Purchaser’s sole and exclusive remedy for the delivery of Nonconforming
Products. Except as provided under this Section 7, all sales of Products to
Purchaser are made on a final, one-way basis. No Products, whether or not
4872-1375-2258.1
claimed by Purchaser to be Nonconforming Products, shall be returned to
Seller without Seller’s express prior written consent (which consent may
be given or withheld in Seller’s sole discretion).
Notwithstanding the foregoing, Seller shall have no liability for Products
claimed by Purchaser to be Nonconforming Products (and Purchaser shall
remain liable for payment of any such Products) (i) in the case of any
Spoiled Products delivered by Seller to Purchaser in non-frozen state,
if Purchaser’s transport provider accepts delivery of such Products more
than two days after Seller has notified Purchaser that such Products were
ready for delivery, (ii) in the case of Spoiled Products, if such Spoiled
Products were delivered by Seller to Purchaser frozen but such Spoiled
Products were thawed before or as of the time of testing or
nonconformance reporting by Purchaser, or (iii) if Seller’s own
reasonable, good faith examination of the alleged Nonconforming
Products indicates that such Products are not in fact Nonconforming
Products on the basis of Purchaser’s claims.

DISCLAIMER OF IMPLIED WARRANTIES. SELLER’S SOLE
WARRANTY AND PURCHASER’S SOLE REMEDY WITH RESPECT
TO PRODUCTS ARE AS SET FORTH IN SECTION 7 HEREOF.
SELLER DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT
TO THE PRODUCTS, EXPRESS OR IMPLIED, WHETHER ARISING
BY OPERATION OF LAW OR OTHERWISE, INCLUDING (WITHOUT
LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE (WHETHER OR NOT THE PURPOSE
OR USE HAS BEEN DISCLOSED TO SELLER).

SECURITY INTEREST. Seller reserves and Purchaser grants to
Seller a security interest in all Products and all proceeds thereof to secure
the full payment by Purchaser of the purchase price therefore. Such security
interest constitutes a purchase money security interest under the
Washington Uniform Commercial Code. This document may be filed with
the appropriate authorities as a financing statement or Seller may file other
financing statements in respect of such security interest in any applicable
jurisdiction, and Purchaser agrees to execute and deliver such other
documents and take such other actions as Seller may reasonably request in
order to perfect Seller’s security interest in the Products.

FORCE MAJEURE. Seller shall not be liable for any loss or damage
resulting from any delay in the delivery of the Products to the extent due to
any cause beyond Seller’s reasonable control, including (without limitation)
unavailability of supplies or sources of energy, riots, wars, acts or threats of
terrorism, civil disturbances, telecommunications failures, governmental
actions, fires, floods, storm or other acts of God, epidemics, pandemics,
lockouts, strikes or slowdowns, delays in delivery by Seller’s suppliers, or
acts or omissions of Purchaser. In the event of any such delay due to any
such event beyond Seller’s reasonable control, time for delivery shall be
extended for a period of time approximately equal to the duration of the
delay and Purchaser shall not be entitled to refuse delivery or otherwise be
relieved of any obligations as a result of such delay.

ASSIGNMENT. Purchaser shall not delegate or subcontract any of its
duties or obligations or assign any of its rights or claims under this
Agreement or any Purchase Order without Seller’s prior written consent,
and any attempted delegation, subcontracting or assignment without such
consent shall be void. The Agreement is for the sole benefit of Seller and
Purchaser and their respective successors and permitted assigns, and
nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER
BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR
FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT
OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER
REMEDY OF ITS ESSENTIAL PURPOSE.

NOTICES. All notices and other communications given or delivered
under this Agreement shall be in writing and shall be deemed to have been
given, (i) when received, if given in person, (ii) on the date of electronic
confirmation of receipt if sent by e mail before 5:00 p.m. (Pacific Time) on a
business day, and otherwise on the next business day following, (iii) three
business days after being deposited in the U.S. mail, certified or registered
mail, postage prepaid, or (iv) one business day after being deposited with a
reputable overnight courier. Notices and communications shall, unless
another address has been specified in writing by either party hereto, be sent
to the mailing or email address indicated below. Time is of the essence with
respect to all notices required or permitted to be given hereunder.

GENERAL. This Agreement shall be governed by and interpreted,
construed and enforced in accordance with the laws of the State of
Washington, without reference to conflicts of law principles that would
require the application of any other law. Any suit, action or proceeding
arising between Seller and Purchaser in connection with this Agreement
shall be subject to the exclusive jurisdiction of the state or federal courts of
Washington sitting in Cowlitz County, Washington, and each Seller and
Purchaser irrevocably submits to the exclusive jurisdiction of such courts in
any such suit, action or proceeding. If any term or provision of this
Agreement (including any of these terms and conditions) is determined to
be invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of
this Agreement or invalidate or render unenforceable such term or provision
in any other jurisdiction. This Agreement and the provisions of any
Purchase Order that comply with the provisions of this Agreement
constitute the entire agreement of Seller and Purchaser with respect to the
subject matter hereof and thereof and supersede all prior and
contemporaneous agreements, understandings, representations and other
communications between the parties, written or oral, with respect to such
subject matter. This Agreement may only be amended by written
instrument signed by Seller and Purchaser.