TERMS AND CONDITIONS OF SALE

1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by Moran Foods, LLC, a Missouri limited liability company, d/b/a Save-A-Lot (“Seller” or “Save-A-Lot”) to the Purchaser named (“Purchaser”) on the supply agreement which incorporates these Terms by reference (the “Supply Agreement”). Notwithstanding anything herein to the contrary, if the Supply Agreement signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said Supply Agreement shall prevail to the extent they are inconsistent with these Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Supply Agreement.

(b) The sales confirmation (the Sales Confirmation", the Supply Agreement and these Terms (collectively, this Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Purchaser’s general terms and conditions of purchase regardless of whether or when Purchaser has submitted its purchase order or such terms. Fulfillment of Purchaser’s order does not constitute acceptance of any of Purchaser’s terms and conditions and does not serve to modify or amend these Terms.

2. Delivery.

(a) At Purchaser’s sole cost and expense, Save-A-Lot shall have the Goods delivered to Purchaser’s Store(s) or Purchaser’s distribution center (collectively, “Purchaser’s Designated Location” or “Delivery Point”), EXW shipping point (“Save-A-Lot’s Warehouse” or “Save-A-Lot DC). Specifically and without limiting the generality of any other terms of this Agreement, title to the Goods and risk of loss of such Goods shall pass to Purchaser, and Purchaser hereby assumes all such risk of loss for the Goods, at the time of departure from the Save-A-Lot DC via a third party carrier for delivery to Purchaser’s Designated Location. Purchaser shall be responsible for all loading costs. The Goods will be delivered within a reasonable time after the receipt of Purchaser’s purchase order, subject to availability. Save-A-Lot shall not be liable for any delays, loss, or damage in transit. Save-A-Lot may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Purchaser. Each shipment will constitute a separate sale, and Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Purchaser’s purchase order. If Save-A-Lot delivers to Purchaser a quantity of Goods of up to 20% more or less than the quantity set forth in the sales confirmation, Purchaser shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.

(b) Purchaser will pay all freight, fuel charges, fuel surcharges, stop charges, layover charges and toll fees associated with the Goods.

3. Amendment and Modification. These Terms may be amended or modified by Seller at its own discretion. Any modifications to these Terms shall go into effect immediately upon Seller’s posting. The last date these Terms were revised is set forth below.

4. Inspection.

(a) Upon delivery, Purchaser or its designated agent shall inspect the Goods within 24 hours from its delivery to Purchaser, and Purchaser shall advise Save-A-Lot of any issue with respect to the Goods and any rejection thereof within such 24-hour period. If Purchaser or its designated agent fails to comply with the foregoing, Purchaser shall be deemed to have accepted the Goods. Purchaser acknowledges that upon the shipping carrier taking possession of the Goods at the Save-A-Lot DC all risk of loss associated with the Goods will have passed to and be exclusively borne by Purchaser, and Purchaser agrees to release and hold Save-A-Lot harmless and look solely to the manufacturer with respect thereto. Specifically, and without limiting the generality of the foregoing, any damage to the Goods discovered after shipping carrier pick-up from the Save-A-Lot DC shall be conclusively presumed to be the responsibility of Purchaser.

(b) In addition, the parties agree that Purchaser’s only remedy against Save-A-Lot for any cause of action hereunder shall be limited to the recovery of the purchase price paid by Purchaser for the Goods that is the subject of the claim and Purchaser shall not be entitled to recover any consequential, incidental or other damages beyond such amount. Nothing herein shall preclude Purchaser from pursuing any remedy it may have against the manufacturer or supplier to Save-A-Lot of any Goods purchased from Save-A-Lot by Purchaser.

(c) THE REMEDIES SET FORTH IN THIS SECTION 4 ARE PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND SAVE-A-LOT’S ENTIRE LIABILITY FOR ANY CLAIMS WITH RESPECT TO THE GOODS.

5. Price. Goods pricing will be established in advance, on a weekly basis, and will be subject to adjustments as determined by Save-A-Lot in its sole discretion. The pricing in effect at the time that the order is placed shall be the pricing for such order. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such charges, costs, and taxes; provided, that, Purchaser shall not be responsible for any taxes imposed on, or with respect to, Save-A-Lot’s income, revenues, gross receipts, personal or real property, or other assets.

6. Billing and Payment; Credit Terms.

(a) Purchaser agrees to pay Save-A-Lot for Goods, and associated costs and expenses, as herein provided and, with respect to the Goods, freight and other related delivery charges as reflected in the sales documents, including invoices and Purchaser statements. All amounts owed by Purchaser to Save-A-Lot for the cost of Goods, and applicable freight charges, as determined by Save-A-Lot will be summarized in a weekly statement. Save-A-Lot shall invoice Purchaser for any amounts due on the weekly

statement, and such invoiced amounts shall be due and payable by Purchaser within 7 days from the date of the invoice. Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Save-A-Lot, whether relating to Save-A-Lot’s breach, bankruptcy, or otherwise.

(b) All payments for Goods, including freight charges, shall be by wire transfer to an account designated by Save-A-Lot. Unless credit terms have been extended to Purchaser by Save-A-Lot and all the terms and conditions of the granting and continuation of such extension of credit satisfied, payment for all outstanding balances then due and payable must be received and confirmed in good funds (COD) or by wire transfer, by the Save-A-Lot Accounts Receivable Department prior to release of any Goods. Any amounts not paid by the due date shall bear interest from the date due until paid at 1.5% per month or the maximum rate permitted by applicable law.

(c) Purchaser shall pay all expenses of collection and reasonable attorneys’ fees if it becomes necessary for Save-A-Lot to employ an attorney to collect any amounts due from Purchaser or to enforce Save-A-Lot’s rights or Purchaser’s obligations arising out of this or any other agreement or arrangement between Purchaser of Save-A-Lot.

(d) Save-A-Lot shall determine from time to time, in the exercise of its business judgment (which determination shall be final), the credit terms, if any, to be made available to Purchaser. Save-A-Lot reserves the right to change any credit terms upon not less than five (5) days prior to the effective date of any such change, and shall notify Purchaser of any such change with prior written notice to Purchaser contemporaneous thereto.

(e) In connection with the granting and continuation of any credit terms, Save- A-Lot reserves the right as condition thereof to require Purchaser to provide personal guarantee(s) from its principal(s) and/or a cash deposit in an amount determined by Save- A-Lot on terms and conditions all as may be acceptable to Save-A-Lot in the exercise of its business judgment. Save-A-Lot reserves the right to increase the amount of funds in the deposit account as a condition to continuing any open account financing terms.

(f) Save-A-Lot shall have the absolute right, which is hereby granted by Purchaser, without notice, to exercise all rights of offset and set off and to apply any funds held on deposit or evidenced by the letter of credit against Purchaser’s open account indebtedness for Inventory as Save-A-Lot shall determine it its discretion.

7. No Warranty.

(a) SAVE-A-LOT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND/OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. PURCHASER EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATION OR WARRANTIES HAVE BEEN MADE BY SAVE-A-LOT OR RELIED UPON BY PURCHASER WITH RESPECT TO SUCH GOODS. PRODUCTS MANUFACTURED BY A THIRD PARTY(“THIRD PARTY PRODUCT”) MAY CONSTITUTE, CONTAIN, BE CONTAINED IN, INCORPORATED INTO, ATTACHED TO, OR PACKAGED TOGETHER WITH, THE GOODS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

8. Term and Termination. These Terms shall commence on the Supply Agreement’s effective date (the “Effective Date”) and shall terminate in accordance with the Supply Agreement.

9. Compliance with Law. Purchaser shall comply with all applicable laws, regulations, and ordinances. Purchaser shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Purchaser shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Purchaser. Purchaser assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

10. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11. Confidential Information. Purchaser hereby covenants and agrees to hold in confidence and not disclose to any other person any information whether verbal, written, printed, video, audio or electronic form, obtained from Save-A-Lot regarding prices, costs, discounts, merchandising, equipment, distribution, store design or layout or the terms of this Agreement and the relationship between Purchaser and Save-A-Lot generally, without the prior written consent of Save-A-Lot. Specifically and without limiting the generality of the foregoing, Purchaser acknowledges that the prices charged by Save-A-Lot for the Goods are the confidential, proprietary information of Save-A-Lot, and Purchaser agrees that it shall not disclose any prices charged by Save-A-Lot for such Goods to third parties without the prior written consent of Save-A-Lot. All such information shall be used solely to perform this Agreement and shall be returned or destroyed upon request by Save-A-Lot.

12. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Purchaser to make payments to Save-A-Lot hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, hurricane, epidemics, including global pandemics, moratoriums, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the control of the Impacted Party. The Impacted Party shall give notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 180 consecutive days following written notice given by it under this Section either party may thereafter terminate this Agreement upon 30 days’ written notice.

13. Assignment. This Agreement is personal to Purchaser and may not be assigned or transferred (including any transfer by operation of law, any merger, or any change of control of Purchaser) by Purchaser without the prior written consent of Save-A-Lot, which consent may be withheld by Save-A-Lot in its sole and absolute discretion. A “change of control” includes (i) a change of more than forty-nine (49%) of the current ownership of Purchaser or (ii) any change in, or transfer of rights with respect to, ownership interests or voting rights in Purchaser or its assets that has the effect of changing control over Purchaser.

14. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

15. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto 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 these Terms.

16. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.

17. Severability. If any term or provision of this Agreement is 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.

Last Updated: Feb 2025