# Global Food Solutions, Inc. ## Standard Terms and Conditions of Sale **Effective Date:** January 1, 2026 **131 Heartland Blvd, Edgewood, NY 11717 | (877) 728-5550 | GlobalFoodSolutions.co** --- ### 1. Acceptance All orders placed with Global Food Solutions, Inc. ("Seller") are subject to these Standard Terms and Conditions of Sale. By placing an order, Buyer accepts these terms in full. Any conflicting terms in Buyer's purchase order are rejected unless expressly agreed to in writing by Seller. ### 2. Orders Orders must be submitted via email to the designated Seller contact. All orders are subject to acceptance by Seller and product availability. Seller reserves the right to decline any order in whole or in part. ### 3. Pricing Prices are as quoted at the time of order confirmation. Prices are subject to change without notice prior to order acceptance. Unless otherwise agreed in writing, all prices are FOB shipping point. ### 4. Payment Terms Standard payment terms are **Net 30** from the date of invoice unless otherwise agreed in writing. First orders may require prepayment, COD, or credit card payment pending completion of credit review. Seller reserves the right to modify credit terms at any time based on account status. ### 5. Late Payment Invoices not paid within agreed terms may be subject to a late charge of **1.5% per month** (18% annually) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Buyer shall be responsible for all costs of collection, including reasonable attorney's fees. ### 6. Credit Seller may establish and modify credit limits at its sole discretion. Seller reserves the right to require prepayment, suspend shipments, or cancel orders if Buyer's account becomes past due or if Seller determines, in its sole judgment, that Buyer's financial condition is unsatisfactory. ### 7. Shipping and Delivery Seller will use commercially reasonable efforts to meet requested delivery dates. Delivery dates are approximate and Seller shall not be liable for delays beyond its control. Risk of loss passes to Buyer upon delivery to the carrier unless otherwise agreed in writing. ### 8. Receiving and Inspection Buyer must inspect all goods upon receipt. Any claims for shortages, damage, or discrepancies must be reported to Seller in writing within **48 hours** of delivery. Failure to notify Seller within this period constitutes acceptance of the goods. ### 9. Returns No goods may be returned without prior written authorization from Seller. Returns of perishable or temperature-sensitive products will not be accepted. Authorized returns may be subject to a restocking fee. ### 10. Product Quality and Food Safety Seller warrants that all products delivered will conform to applicable FDA regulations and all federal, state, and local food safety requirements at the time of shipment. Seller maintains SQF certification. Certificates of Analysis (COA), allergen statements, and nutritional information are available upon request. ### 11. Recall In the event of a product recall, Buyer agrees to cooperate fully with Seller's recall procedures, including providing detailed records of product distribution. Buyer must maintain a 24-hour recall contact as required by FDA regulations. ### 12. Limited Warranty Seller warrants that products will conform to their applicable specifications at the time of delivery. **THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.** ### 13. Limitation of Liability Seller's liability for any claim arising out of or related to any order shall not exceed the purchase price of the goods giving rise to the claim. **IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES**, including but not limited to loss of profits, loss of revenue, or loss of business opportunity. ### 14. Force Majeure Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, supply chain disruptions, transportation delays, labor disputes, or shortages of materials or ingredients. ### 15. Indemnification Buyer shall indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses arising from Buyer's resale, use, storage, or handling of the products after delivery. ### 16. Confidentiality Any pricing, terms, or business information shared between the parties is confidential and shall not be disclosed to any third party without prior written consent. ### 17. Governing Law These terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any disputes shall be resolved in the courts of Suffolk County, New York. ### 18. Entire Agreement These terms, together with any written quotation or order confirmation, constitute the entire agreement between the parties. No amendment or modification shall be effective unless in writing and signed by both parties. ### 19. Severability If any provision of these terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. ### 20. Notices All notices shall be in writing and directed to: **Global Food Solutions, Inc.** 131 Heartland Blvd Edgewood, NY 11717 Attn: Michael Levine, CEO Email: Michael.Levine@GlobalFoodSolutions.co Phone: (631) 332-7754 --- *Global Food Solutions, Inc. | 131 Heartland Blvd, Edgewood, NY 11717 | (877) 728-5550 | GlobalFoodSolutions.co*