GENERAL TERMS AND CONDITIONS

Effective Date: February 10, 2020

This document sets forth the general terms and conditions (“General Terms of Purchase”) upon which American Licorice Company (“ALC”) conducts business-to-business transactions regarding the provision of goods and services to a business buyer (“Buyer”).

By establishing an account and/or submitting a purchase order, Buyer represents that it has read and agrees to these General Terms of Purchase.

1. PURCHASE ORDERS. Buyer shall submit written or electronic purchase orders to ALC for the purchase of product from ALC, as follows.
1. Written Purchase Orders:  All written purchase orders shall specify: (i) the identity and quantity of products being ordered, (ii) product prices, (iii) payment terms granted by ALC, (iv) a requested receipt date, (vi) any special shipping or handling requests, (vii) the name and necessary information of any freight forwarder, and (vii) any special products packaging and labelling requirements.
2. E-Commerce Purchase Orders:  All electronic purchase orders must be submitted using ALC’s e-commerce platform in accordance with functions and features of the site, subject to Buyer’s acceptance of the online Terms of Service posted at wholesale.americanlicorice.com/pages/terms-conditions, which are hereby incorporated by this reference as though fully started herein.
3. No purchase order shall be binding until accepted by ALC.  Purchase Orders submitted by Buyer shall not be binding on Company until the earlier of written acceptance by Company or shipment, and acceptance by shipment shall only be binding as to the portion of the purchase order shipped by ALC.  Any automatic or computer-generated response to a purchase order by company’s internal electronic data exchange system or otherwise not originating from ALC’s e-commerce platform shall not be deemed acceptance of a purchase order.   Notwithstanding the foregoing, ALC reserves the right to refuse, cancel or delay any purchase order placed by Buyer and accepted by ALC when Buyer is delinquent in payments or when Buyer has failed to perform any of its obligations to ALC.
4. All purchase orders shall be subject to strict compliance with these General Terms of Purchase.  ANY ADDITIONAL, INCONSISTENT OR CONFLICTING TERMS OR CONDITONS CONTAINED IN BUYER’S PURCHASE ORDER ARE NOT BINDING UPON ALC UNLESS EXPRESSLY AGREED TO IN A SIGNED WRITING BY A DULY AUTHORIZED OFFICER OF ALC.
2. PRODUCT.  All product is sold subject to availability.  ALC reserves the right to modify, discontinue or offer new product at any time without prior notice.  All descriptions of products are subject to change at any time without prior notice.  The advertising or promotion of any product is not a warranty or guaranty of availability.  ALC reserves the right to establish a minimum order quantity (“MOQ”) and/or limit the maximum quantities of any products offered or sold to Buyer, channel of trade or submarket, as ALC may decide in its sole discretion.
3. PRICES.  ALC will establish prices for its products and services in its sole discretion.  All published prices of products and services are subject to change at any time without prior notice. Purchases of product at published prices require delivery of product within thirty (30) days of purchase.  If delivery is delayed at Buyer’s request for more than thirty (30) days, published prices are subject to revision.
4. PAYMENT TERMS. ALC will send Buyer a purchase order invoice via mail, email or facsimile for each shipment.  Each invoice is due and payable within thirty (30) days from the date of invoice.  Terms are cash in advance of shipment.  Payments due hereunder must be made by wire transfer unless otherwise agreed in writing by ALC.  Company reserves the right to change or modify payment terms upon thirty (30) days’ notice to Buyer.  Buyer shall have no right of offset or withholding.
5. TAXES. Any applicable sales, excise, use or other taxes, duties or fees which ALC may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods covered hereby, shall be for the account of Buyer, and Buyer agrees to pay such amount to ALC upon request in addition to the purchase price.
6. REVOLVING CREDIT TERMS. Buyer may request revolving credit terms by fully and accurately completing and submitting a Credit Application to ALC.  ALC may, but shall not be obligated to, grant credit terms to Buyer.  In the event ALC does grant Buyer credit terms, ALC reserves the right, in its sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed Buyer, either generally or with respect to a purchase order.  Any withholding or delay of shipment of products by ALC resulting from such credit limitation will not be construed as a breach of contract with ALC. Buyer agrees to provide ALC with financial statements and other evidence of business entity and financial standing as ALC may reasonably request from time to time to evaluate Buyer’s credit risk.
7. PAST DUE AMOUNTS.  Any amounts not paid by Buyer when due to ALC shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly.  If any amounts due to ALC from Buyer, for any reason, become past due, ALC may at its option and without further notice withhold further shipment of products until all invoices have been paid in full.  If ALC is required to retain a collection agency or legal counsel to collect overdue amounts, all costs and expenses incurred in the collection of overdue amounts, including reasonable attorneys’ fees, shall be paid by Buyer.
8. SECURITY.  ALC reserves a purchase money security interest in all goods or inventory sold to Buyer and the proceeds thereof until payment in full is made for all goods and services provided in connection with the sale.  Buyer agrees to execute any financing statement requested by ALC to perfect its security interest in the goods.  ALC may, at any time or times, suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to ALC when, in ALC’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.
9. DELIVERY. Unless Buyer arranges to obtain delivery of the goods at ALC’s location, title to and risk of loss of the goods shall remain with ALC until Buyer physically receives the goods at the destination specified by Buyer.   If Buyer arranges to obtain delivery of the goods at ALC’s location, then delivery terms are f.o.b. ALC’s location, and title to and risk of loss of the goods shall pass to Buyer at ALC’s location.  Dates of delivery are determined from the date of ALC’s acceptance of any order or orders by Buyer and are estimates of approximate dates of delivery, not a guaranty of delivery on any specific date.
10. INSPECTION. All goods delivered shall be examined by Buyer promptly upon receipt.  Buyer shall be deemed to have accepted the goods unless a valid written notice of rejection, due to defect in the goods or non‐conformance to the order, is received by ALC within thirty (30) days of Buyer’s receipt of goods. No such claims made after such period will be considered by ALC.  Goods purchased based on weight are subject to customary quantity variations recognized by trade practice. No goods shall be returned for credit without first obtaining written permission from an officer of ALC.
11. DELAY. ALC shall not be liable for any damages caused by failure or delay in shipping goods hereunder if such failure or delay is due to any war, embargo, civil disorder, fire, flood, earthquake, accident, strike or other labor difficulty, act of Buyer, act of God, act of governmental authority, transportation shortage or failure, inability to obtain sufficient fuel power, labor, materials or manufacturing facilities, or any other cause or causes beyond the reasonable control of ALC.
12. CONDITIONS ON RESALE.
    1. No alterations of Purchase Product. Except for bulk quantity goods, all goods are sold packaged and marked for resale to consumers.  Buyer shall not alter or modify the packaged goods, any markings or other content on the packaged goods without the prior written consent of a duly authorized officer of ALC, which consent may be withheld in ALC’s sole discretion for any reason or no reason stated.
    2. Compliance with U.S. Export Laws.  Buyer acknowledges and understands that the products may be subject to restrictions upon export from the United States and upon resale after export.  Buyer therefore represents and warrants that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States or the territory in which Buyer conducts business.  Buyer, upon the request of Company, shall execute and deliver to Company a letter of written assurance concerning compliance with U.S. Export Administration Regulations.
13. INTELLECTUAL PROPERTY. All content contained on product packaging (including but not limited to, text, graphics, names, trademarks, logos, and artwork) are owned, controlled or licensed by or to ALC, and protected by copyright, trademark, and other applicable intellectual property and unfair competition laws.   ALC grants to Buyer a revocable, non-transferable, non-exclusive, limited license to use ALC’s product logos, trademarks, and trade name (collectively the “ALC Marks”), solely in connection with the marketing, advertisement and resale of ALC products by Buyer.  Such license shall immediately terminate upon the cessation of purchases of ALC products for resale.  Buyer shall strictly comply with all standards of use for the Company Marks and must always display appropriate trademark and copyright notices as instructed by ALC.  All media advertising, printed materials and electronic documents in which an ALC Mark is used by Buyer must be submitted to ALC for review upon request.  Buyer acknowledges and agrees that the ALC Marks and other intellectual property provided to Buyer by ALC, if any, are the sole and exclusive property of ALC.  Buyer shall not acquire any right, title or interest in any patent, copyright, ALC Mark or other intellectual property right of any kind of ALC.  No implied license, patent, copyright or other intellectual property right of ALC is granted to Buyer under these General Terms of Purchase.   Buyer shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the ALC Marks, patents, copyrights or other intellectual property of ALC or the goodwill associated therewith or that will tend to prejudice the reputation of the ALC or the sale of any ALC products.
14. CONFIDENTIAL INFORMATION. The terms of the contractual relationship between ALC and Buyer, but not its existence, shall be deemed the Confidential Information of ALC.  Confidential Information shall also include all information of ALC not generally known to the public or trade (including, but not limited to a party’s existing and prospecting business, business plans, products, services, research and development, customer information, vendor information, and intellectual property (including but not limited to, trademarks, copyrights, patents, inventions, trade secrets, methods, processes, procedures and know how)) that is disclosed or learned by a party as a result of the negotiation and performance of the business relationship, orally or in writing, whether or not identified at the time of disclosure as confidential or proprietary (or similar legend), if learned under circumstances giving rise to an expectation of secrecy.   Buyer promises (i) not to disclose Confidential Information except to those employees, authorized subcontractors and representatives having a need to know the Confidential Information for the purposes of the contractual relationship between ALC and Buyer, (ii) to protect the Confidential Information to the same scope and extent that the party protects its own Confidential Information from unauthorized use and disclosure, (iii) to use the Confidential Information of ALC solely for the purposes of the contractual relationship between ALC and Buyer, and (iv) to not disclose the Confidential Information to any third party (excluding a party’s representatives and authorized subcontractors) without the prior written consent of ALC.  Exclusions: Confidential Information shall not include information that (A) has become generally known to the public or trade through no fault of the Buyer, (B) was previously known to Buyer without restriction on use or disclosure,  (C) was developed independently of the ALC’s Confidential Information, (D) was learned from a third party under no restriction of use or disclosure, (E) ALC has authorized to be disclosed or used without restriction, (vi) is required to be disclosed by law or order of competent legal authority, provided ALC is given sufficient notice and an opportunity to protect the information. This Paragraph shall survive any termination or expiration of the contractual relationship between the parties for a period of three (3) years, except for expressly identified “trade secrets,” which shall remain protected until such time as one of the above exclusions applies.
15. PRIVACY.  Any online submission of personally identifiable information or data in connection with the establishment of a business account or submission of a purchase order shall be governed by ALC’s Privacy Policy located at  http://www.americanlicorice.com/privacy-policy.
16. EQUITABLE REMEDY. Buyer acknowledges and agrees that any breach or threatened breach of the provisions stated herein regarding ALC’s intellectual property and Confidential Information shall result in irreparable harm to ALC for which there is no adequate remedy at law.   In addition to other remedies provided by law or at equity, in such event, ALC shall be entitled to injunctive relief against Buyer and all those acting in concert with Buyer, without bond, to prevent any breach of these General Terms of Purchase by Buyer.
17. LIMITED WARANTY.  ALC warrants that it has good and marketable title to its products supplied to Buyer and the products shall conform to the published description. THE FOREGOING LIMITED WARRANTY IS ALC’S SOLE WARRANTY WITH RESPECT TO ITS PRODUCTS.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. ALC’S LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLEY TO THE REPLACEMENT OF NON-CONFORMING GOODS, WHICH SHALL BE RETURNED TO ALC’S PLANT, TRANSPORTATION CHARGES PREPAID BY BUYER AND FAILURE TO GIVE NOTICE OF CLAIM WITHIN THIRTY (30) DAYS FROM DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH GOODS.  THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND SOLE LIABILITY OF ALC UNDER THIS WARRANTY.
18. LIMITATION OF LIABILITY.  ALC’S LIABILITY, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL ALC BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY.  THE PRICE STATED FOR THE GOODS IS CONSIDERATION IN PART FOR LIMITING ALC’S LIABILITY.  NO ACT ON, REGARDLESS OF FORM, ARISING OUF OF THE TRANSACTIONS UNDER THIS CONTRACT MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF THE ACT ON HAS ACCRUED.
19. INDEMNIFICATION.  Buyer agrees to save and hold harmless ALC from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of due care by Buyer or Buyer’s customers, agents, employees or invitees involving use of goods supplied by ALC. Buyer shall protect and indemnify ALC against all claims of infringements of patents, designs, copyrights or trade names with respect to items manufactured wholly or partially to Buyer’s designs or specifications.
20. U.S. GOVERNMENT CONTRACTS – EQUAL OPPORTUNITY EMPLOYMENT. All Transactions between Buyer and ALC for the purchase and sale of goods/services to satisfy a contract with the Federal Government shall be subject to the requirement of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. When applicable, Buyer and Seller, including all participating subcontractors, shall abide by the above-referenced federal regulations.
21. APPLICABLE LAW.  These General Terms of Purchase shall be governed by, construed and enforced in accordance with the laws of the State of Indiana and the United States of America, excluding its conflict of law provisions. In the event of any approved international sale of goods, the U.N. Convention on Contracts for the International Sale of Goods shall not apply and is hereby expressly excluded.
22. DISPUTES. Any dispute, claim or controversy (hereinafter, “Dispute”) arising out of, or relating to, the sale and purchase of the goods that cannot be resolved by and between ALC and Buyer or their legal representatives within ninety (90) days of written notice of the dispute, shall be settled by binding arbitration by JAMS ( https://www.jamsadr.com/) in accordance with the Rules of JAMS then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy; provided, nothing herein shall restrict or prohibit ALC from seeking its equitable remedies (as set forth herein) in a court of law having jurisdiction over the subject matter. Buyer agrees to the personal jurisdiction by and venue in the state and federal courts in La Porte County, Indiana (U.S.A.), and waive any objection to such jurisdiction or venue.  Arbitration shall take place in located in Chicago, Illinois (U.S.A.).  No claim, arbitration, action or other proceeding, regardless of form, arising out of or in connection with this invoice (including without limitation any claim arising from a cost recovery audit, or other similar review) may be made or brought more than one (1) year after date of this invoice.
23. ASSIGNMENT.  Except as otherwise agreed by ALC and Buyer, neither Buyer nor its contractors may assign Buyer’s obligations or duties to ALC to a third party without the prior written consent of ALC.  These General Terms of Purchase shall be binding upon Buyer and any permitted successors and assigns.
24. NOTICES. All notices called for under an agreement between ALC and Buyer must be in writing and will be deemed given upon receipt when delivered via express courier or when mailed, certified mail, return receipt requested, to a party at its address written a purchase order or at such other address as a party may hereafter designate in writing to the other party in accordance with this provision.
25. ENTIRE AGREEMENT.  The General Terms of Purchase, ALC accepted purchase orders and  all additional terms and conditions that apply to purchases of goods or services constitutes the entire contract for the sale and purchase of the goods and supersedes all prior and contemporaneous agreements, representations and warranties with respect to such purchase and sale. No modification or waiver of the provisions hereof shall be of any force or effect unless set forth in writing and signed by the party claimed to be bound thereby.  The failure of ALC to enforce any provision hereof shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.
26. MODIFICATION.  ALC reserves the right to amend, replace or supplement these General Terms of Purchase at any time in its sole discretion by posting the then effective General Terms of Purchase on ALC’s e-commerce site.  It is your responsibility to check back and review the then effective General Terms of Purchase before the engaging in any purchase order transaction.