Distribution Terms and Conditions

Buffalo Market, Inc.

Distribution Agreement

General Terms and Conditions


These Buffalo Market, Inc. Distribution Agreement General Terms and Conditions (“Terms and Conditions”) are
incorporated by reference into any Distribution Agreement between Distributor and Supplier that explicitly incorporates
them by reference (the “Distribution Agreement”). All Section references in these Terms and Conditions shall be
references to provisions in these Terms and Conditions unless explicitly stated otherwise. Capitalized terms used in
these Terms and Conditions without definition shall have the meanings given to them in the Distribution Agreement.
References to this “Agreement” mean the Distribution Agreement, together with these Terms and Conditions
incorporated therein.


1. GRANT OF RIGHTS; TERM


1.1 Grant. Supplier grants to Distributor during the Term and pursuant to the terms of this Agreement, and
Distributor accepts, the right to distribute and sell Products in the Territory (the “Purpose”), and the license to use
Supplier’s Marks (as defined below) in the Territory for the Purpose. If the Distribution Agreement indicates that the
rights granted are Exclusive, Supplier agrees that it will not directly or indirectly distribute or sell Products inside the
Territory or to any party Supplier has reasonable basis to believe will distribute or sell the Products inside the Territory,
except to the extent otherwise expressly permitted in the Distribution Agreement. Distributor agrees that it will not
directly or indirectly distribute or sell Products outside of the Territory, except as otherwise specified or authorized in
the Distribution Agreement.
1.2 Term. The initial term of this Agreement (“Initial Term”) shall be for a period of three (3) years from
the Effective Data, unless a different initial term is set forth on the Distribution Agreement, and such Initial Term shall
be automatically extended for consecutive three (3) year periods from the end of the Initial Term and any renewal term,
unless either party provides written notice of termination to the other party not less than thirty (30) days prior to the end
of such Initial Term or any subsequent renewal term. The term of this Agreement (the “Term”) shall commence on the
Effective Date and continue through the Initial Term and any renewal term until terminated as provided above, or if
earlier, until the date the Agreement is otherwise earlier terminated in accordance with any express provisions set forth
in these Terms and Conditions or the Distribution Agreement.


2. PURCHASE OF PRODUCTS


2.1 Frequency. Distributor may order Products from Supplier at any time and from time to time in its sole
discretion during the Term unless otherwise agreed in advance in writing by the parties.
2.2 Order Placement. Absent written agreement by the parties, all orders shall be placed by the
submission of a purchase order by Distributor to Supplier. Supplier shall confirm to Distributor the receipt of such
purchase order issued hereunder within two (2) business days following Supplier’s receipt thereof. If Supplier fails to
issue a confirmation within the time set forth in the foregoing sentence or commences performance under such purchase
order without providing confirmation, Supplier will be deemed to have accepted the purchase order.
2.3 Prices. All Products will be sold to Distributor at the price listed on the then current Wholesale Price
List less the Wholesale Price Discount Rate (the “Discount Price”). Supplier may amend the Wholesale Price List
from time to time and shall notify Distributor upon any such amendment; provided, however, that (a) Supplier shall give
at least 14 days’ notice to Distributor prior to any amendment increasing any prices on the Wholesale Price List, and (b)
Supplier shall be responsible for obtaining, and where applicable shall obtain, the prior approval of the applicable stores
for any such price increases. For the avoidance of doubt, any change to the Wholesale Price List shall not affect the
Wholesale Price Discount Rate. The Discount Price for any Product shall be equal to or lower than the prices paid to
Supplier by any other customer or distributor of Supplier for the same Product. The prices on the Wholesale Price List
include, and Supplier is solely responsible for, all costs and expenses relating to packing, crating, shipping, customs,
taxes, insurance, and any other similar financial contributions or obligations relating to the production, manufacture,
sale and delivery of the Products from Supplier to Distributor.
2.4 Delivery. All Products shall be available for pickup by Distributor at the delivery point specified in
the Distribution Agreement, or, if not so specified, at Supplier’s warehouse, or any other location as agreed upon by the
parties in writing (the “Delivery Point”) and Supplier shall be solely responsible for delivery of the Products to the
Delivery Point. Title to Products and risk of loss shall pass to Distributor upon Distributor’s taking possession of the
Products at the Delivery Point. Supplier shall deliver all Products within the delivery time period specified in the
Distribution Agreement from the date of receipt of Distributor’s purchase order or other authorized ordering document
(but in any event on a reasonably timely basis under the circumstances). All costs of delivery of Products from Supplier
to the Delivery Point shall be the sole responsibility of Supplier.
2.5 Payment Terms. Unless otherwise agreed in advance in writing by the parties or otherwise specified in
the Distribution Agreement, payment for all purchases of Products by Distributor shall be due within thirty (30) days of
delivery or invoice, whichever occurs later, except for any amounts disputed by Distributor in good faith.
2.6 Inspection and Defects. Distributor may inspect all deliveries of Product upon delivery to identify
errors in order fulfillment, breakage or damage during shipment, defects in packaging or labeling, or other defects, and
shall use good faith efforts to notify Supplier within five (5) business days of delivery of any such issues. Upon such
notice, Distributor, in its sole discretion, may either reject such Products for a refund plus any inspection, test, or storage
charges paid by Distributor, or require Supplier’s prompt correction or replacement of such Products, in which case
Supplier will correct or replace such Products within three (3) business days of receiving such notice at no cost to
Distributor. In each case the exercise by Distributor of any other rights available to Distributor under this Agreement or
pursuant to applicable law shall not be limited.
2.7 Product Returns, Markdowns and Credits. Supplier shall reimburse Distributor for (a) Product returns, (b) quantity and cash discounts, (c) trade allowances or markdowns granted on account of unsalable or discontinued Products, and (d) any other deductions, chargebacks, rebates, credits, allowances or adjustments taken by a customer against a Product purchased from Supplier, as well as any fines, assessments, interest, liens and fees incurred by Distributor related to, arising out of or associated with any of the foregoing (collectively “Distributor Reimbursements”). Supplier shall reimburse Distributor within thirty (30) days’ written notice from Distributor for all such Distributor Reimbursements. For purposes of clarity, Distributor will not have the right to return Product to Supplier solely due to such Product not being sold. Supplier will provide a stales allowance of 100% for new markets for 120 days. Distributor to bill supplier.
2.8 Set-Off. All amounts due from Distributor to Supplier are net of any indebtedness of, or amounts
owed by, Supplier to Distributor. In addition to any right of set-off, deduction or recoupment provided or allowed by
applicable law, Distributor may, without notice to Supplier, set off against, and deduct and recoup from any amounts due
or to become due to Supplier from Distributor any amounts due or to become due to Distributor from Supplier. If an
obligation of Supplier is disputed, contingent or unliquidated, payment by Distributor of all or any portion of the
amount due may be deferred until such dispute contingency is resolved or the obligation is liquidated. In the event of
Supplier’s bankruptcy, if all of the contracts (including this Agreement) have not been promptly assumed by Supplier
under applicable law, Distributor may withhold payment to Supplier for Products previously delivered (via
administrative hold or otherwise) until the risk of potential rejection and other losses is eliminated.
2.9 Notice of Discontinuance. Supplier shall provide Distributor with three (3) months’ advance written
notice before discontinuing a Product.


3. DISTRIBUTOR’S DUTIES.


3.1 Marketing and Inventory. At all times during the Term, Distributor shall reasonably cooperate with
and participate in supplier’s marketing campaigns by distributing marketing and advertising materials provided by
Supplier and encouraging the use and display of such materials by retail outlets within the Territory. Distributor shall
keep its inventory properly stored, in accordance with all relevant regulatory standards, and at adequate facilities for
goods such as the Products.
3.2 In-Stock Guarantee. Distributor guarantees that during the Term, the Products will be in stock at least
98% of the time, subject to and conditioned upon Supplier meeting its supply, delivery and related obligations under and
in accordance with this agreement. In the event Distributor fails to satisfy or breaches this guarantee, Supplier may
terminate this Agreement, as its sole and exclusive remedy (and Distributor’s sole liability) for any such failure or
breach, upon thirty (30) days prior written notice to Distributor; provided that Distributor does not cure such failure or
breach within five (5) business days of such termination notice. For the avoidance of doubt, in the event of any
termination of this Agreement by Supplier under this Section 3.2 in accordance with the foregoing, no Buyout Fee shall
be due from Supplier under Section 9.5 below.


4. SUPPLIER’S DUTIES.


4.1 Distribution Support. At all times during the Term, Supplier shall use commercially reasonable efforts
to market and promote the Products generally and shall provide, at Supplier’s expense (except to the extent otherwise
expressly provided in the Distribution Agreement), relevant marketing and advertising materials and technical
assistance to Distributor. Except to the extent otherwise expressly provided in the Distribution Agreement, Supplier
shall be solely responsible for all marketing fees, trade fund allowances, slotting fees, or any other fees relative to the
marketing, programming, or selling of the Products, and shall pay Distributor for such fees within thirty (30) days’
written notice from Distributor. Supplier shall provide a quantity of samples of any Products as agreed upon in writing
by the parties, but in no event less than a reasonable amount, at the request of Distributor, and such samples shall be free
of charge to Distributor. Supplier shall utilize best efforts to maintain commercially reasonable levels of inventory of the
Products and/or production capacity sufficient to meet Distributor’s requirements. In the event that Supplier is unable to
fulfill Distributor’s orders due to a shortage of inventory or production of Products, Supplier shall equitably fulfill
Distributor’s orders such that (a) no other distributor of Supplier’s receives a disproportionate volume of Product
relative to the size and population of the Territory and such other distributors’ territories and (b) no open orders of
Distributor’s go unfilled for more than thirty (30) days after they are placed. Supplier shall provide Product launch
training to Distributor’s personnel as applicable in connection with the marketing, sale, and support of the Products.
Supplier shall provide appropriate field assistance to Distributor and Distributor’s customers as applicable.
4.2 Commission to Distributor for Sales Assistance and Waiver. During the Term, the Parties may agree from time to
time that Distributor will facilitate or assist with product sales (such as by presenting Supplier to a retailer, making
introductions, serving as a sales representative and/or related activities) to one or more particular retail channels, chain
of stores and/or other sales outlets for which Supplier, rather than Distributor will, directly sell and distribute the
products (each a “Sales Retailer”). Any such sales activities by Distributor for Sales Retailers will be deemed to be part
of the Purpose hereunder. Supplier agrees to pay a commission to the Distributor on any sales of products to any such Sales Retailer (the
“Commission”) equal to five percent (5%) of the wholesale price for such products during the applicable Commission
Period (as defined below). The time period during which Commissions are owed for each type of product sold to a
given Sales Retailer shall be three (3) years from the date such product is first sold by Supplier (and not by Distributors
under Sections 2 or 3 above) to such Sales Retailer (the “Commission Period”). When the distributor sales a new product into such retailer without charging a wholesale discount rate, or ends charging a wholesale discount, for example in the case of new distribution methods, the commission of 5% will be applied for a period of three years. Commissions will be due on a given
product sale only if and when the sale of such product to the Sales Retailer actually closes, and if any proposed sale of a
product does not close for any reason, regardless of the cause, no Commission will be due or payable to Distributor or
any of its Sales Representatives (as defined below) with respect to such proposed sale. Commissions will be due and
payable by Supplier to Distributor with respect to a given product sale to a Sales Retailer on a monthly basis within
thirty (30) days after the end of each month during which any such sale occurs. Supplier shall provide a monthly report
to Distributor during any Commission Period at the same time as the Commission payment, which reports shall show in
reasonable detail the information for each product sale resulting in such Commission amount for the applicable month
(including units of products sold and the wholesale price applied to such sale) and the resulting calculation of the total
Commission for such month. For the avoidance of doubt, the foregoing Commission will be waived, and not apply to
any products that are distributed and sold by Distributor under the distribution arrangements described in Sections 2 and
3 above. Distributor, and not Supplier, shall be solely responsible for compensating and paying any commissions to
Distributor’s employees, personnel, agents, consultants, contractors and brokers retained or contracted by Distributor to
assist or facilitate product sales to any Sale Rep Retailer (collectively “Sales Representatives”). This Section 4.2 shall
survive any expiration or termination of this Agreement until expiration of the last Commission Period so that all
Commissions accrued hereunder are paid to Distributor.


5. COMPLIANCE WITH LAWS. Supplier covenants to Distributor that it is in compliance with and shall comply with
all applicable laws, regulations and ordinances, including, but not limited to, those laws, regulations and ordinances
applicable to the manufacturing, storing, shipping, packaging, labeling and marketing of the Products, including (a) the
Agriculture Improvement Act of 2018 and Section 7606 of the Agricultural Act of 2014, together with any other federal
statutes, rules, as such may be amended from time to time, and (b) all laws, rules and regulations imposed pursuant to
any state legislation, if any (collectively, the “Regulatory Laws”). Supplier has and will maintain in effect all the
licenses, permissions, authorizations, consents and permits that it needs or is required to carry out its obligations under
this Agreement in conformance with all applicable Regulatory Laws, regulations and ordinances.


6. TRADEMARKS. Distributor may use Supplier’s trade names, trademarks, copyrights and service marks
(collectively, “Marks”) for each Product in the Territory for the duration of the Agreement in connection with the
Purpose, and for the purpose of describing itself as an authorized distributor of Supplier.


7. REPRESENTATIONS AND WARRANTIES.
7.1 Supplier represents and warrants as follows:
(a) It is duly organized, validly existing and in good standing under the laws of its state of its
incorporation and has the power and authority to enter into this Agreement and to fully perform its obligations
hereunder.
(b) This Agreement has been executed by its duly authorized representative and constitutes its
valid, binding obligation and there are no other agreements with any other party in conflict with this
Agreement.
(c) Title to the Products purchased by Distributor under this Agreement will be free and clear of
liens, security interests and other encumbrances that would otherwise prevent Distributor’s resale or
distribution
(d) All Products sold by it to Distributor will (i) conform to Supplier’s specifications and all
applicable Regulatory Laws, (ii) be free from defects, merchantable, and fit for the purpose of which their use
is intended, (iii) not be adulterated or misbranded, and (iv) not infringe or misappropriate any third party’s
patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or
payment of or for the Products by Distributor. These warranties are cumulative and in addition to any other
warranty provided by law or equity.
7.2 Distributor represents and warrants as follows:
(a) It is duly organized, validly existing and in good standing under the laws of its state of its
incorporation and has the power and authority to enter into this Agreement and to fully perform its obligations
hereunder.
(b) This Agreement has been executed by its duly authorized representative and constitutes its
valid, binding obligation and there are no other agreements with any other party in conflict with this
Agreement.


8. CONFIDENTIALITY. During the Term, the parties acknowledge that they may disclose to one another certain
non-public information concerning their respective businesses or operations and/or the Products, including but not
limited to trade secrets, other proprietary or confidential information, and this Agreement (collectively, “Confidential
Information”). During the Term each party shall treat the other party’s Confidential Information with at least the same
level of care as its own Confidential Information, but not less than reasonable care. During the Term and two (2) years
thereafter, each party shall, (a) not disclose the Confidential Information of the other party to any third party, and (b) use
the other party’s Confidential Information only for the Purpose or, if necessary, to enforce of this Agreement (which
shall be done in a manner that preserves the confidential nature of Confidential Information).


9. TERMINATION
9.1 For Breach. Either party may terminate this Agreement for a breach by the other party that is not
cured within 30 days of written notice of such breach. In the event of a breach is caused by a Force Majeure event
under Section 12.7, the cure period under this section shall be extended by 30 days upon written request from the
breaching party made prior to termination.
9.2 By Mutual Agreement. The parties may terminate this Agreement by mutual written agreement at any
time.
9.3 For Convenience. Either party may terminate this Agreement at any time, with or without cause,
upon sixty (60) days’ prior written notice to the other party.
9.4 Effect of Termination. On the expiration or earlier termination of this Agreement, Distributor may, in
accordance with the terms of this Agreement, sell off its existing inventories of Products for a period of three (3) months
following the last day of the Term.

9.5 Supplier Buyout. In the event that Supplier terminates this Agreement, other than (a) for breach under
Section 9.1 or Section 3.2, (b) by mutual agreement under Section 9.2, or (c) for non-renewal under Section 1.2,
Supplier agrees to pay to Distributor a one-time termination payment (“Buyout Fee”) equal to three times (3X)
Distributor’s Gross Profit, as defined below, earned by Distributor from the sale of Products during the twelve (12)
month period immediately preceding the effective date of termination by Supplier, or if Products have not been sold for
the full prior twelve month period at such time, then Gross Profit will be based on the reasonable forecast or projection
of sales of Products over the upcoming twelve month period (as if the Agreement remained in effect for an additional
twelve months). For purposes of this Agreement, “Gross Profit” shall mean Distributor’s selling price(s) of all
Products less the net invoice price paid by Distributor to Supplier hereunder for all Products sold (or forecast or
projected to be sold, if applicable) to Distributor hereunder, less any allowance or bill backs paid or owed to Distributor
(e.g., discounts, off invoice allowances, rebates and price reductions). Supplier shall pay the Buyout Fee to Distributor
within thirty (30) days of the effective date of termination by Supplier. In the event Supplier sells or otherwise transfers
control of one or more Products (other than to a successor or assignee in connection with an assignment of this
Agreement), or otherwise discontinues sales of those Products in the Territory in connection with such a transaction,
such action shall be deemed a termination of this Agreement without cause, solely with respect to such Product(s), and
Supplier shall pay to Distributor the Buyout Fee above for such Product(s).
9.6 Survival. Any termination or expiration of this Agreement shall not affect Supplier’s or Distributor’s
rights or obligations that expressly or by their nature continue and survive (including without limitation, Sections 5, 7
through 10 and 12).


10. INDEMNIFICATION AND INSURANCE; LIMITATION OF LIABILITY


10.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Distributor, its
officers, directors, employees, agents, affiliates, successors and assigns (each an “Indemnified Distributor Party,” and
collectively, “Indemnified Distributor Parties”) against any and all losses, damages, liabilities, deficiencies, claims,
actions, suits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification under this Agreement and the cost
of pursuing any insurance providers, incurred by Indemnified Distributor Party, solely to the extent any of the foregoing
arise out of any claim, suit, action or proceeding (each a “Claim”) brought by a third party against any Indemnified
Distributor Party, which Claim is arising out of or occurring in connection with (a) the Products purchased from
Supplier, (b) Supplier’s negligence, willful misconduct or breach of this Agreement, or (c) any claim that Indemnified
Distributor Party’s use, distribution or possession of the Products infringes or misappropriates the patent, copyright,
trade secret, trademarks or other intellectual property right of any third party.
10.2 Indemnification by Distributor. Distributor shall indemnify, defend and hold harmless Supplier, its
officers, directors, employees, agents, affiliates, successors and assigns (each an “Indemnified Supplier Party,” and
collectively, “Indemnified Supplier Parties”) against any and all losses, damages, liabilities, deficiencies, claims,
actions, suits, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification under this Agreement and the cost
of pursuing any insurance providers, incurred by Indemnified Supplier Party, solely to the extent any of the foregoing
arise out of any Claim brought by a third party against any Indemnified Supplier Party, which Claim is arising out of or
occurring in connection with (a) Distributor’s negligence, willful misconduct or breach of this Agreement, or (b) any
claim that Indemnified Supplier Party’s proper and appropriate use of Distributor’s online portal in connection with this
Agreement infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any
third party.
10.3 Indemnification Procedures. Each party shall promptly notify the other party of any Claim for which
such indemnified party, or its associated indemnified persons, is seeking to be indemnified, defended or held harmless
hereunder by the other indemnifying party. Such indemnified party shall provide the indemnifying party with the right
to, and the indemnifying party shall be entitled to, control the defense and settlement of such Claim, provided that
neither party (nor any of its associated indemnified persons) shall settle such Claim without the prior written consent of
the other party, such consent not to be unreasonably withheld. Such indemnified party shall also provide the
indemnifying party with reasonable cooperation and assistance in connection with the defense and settlement of such
Claim.
10.4 Insurance. During the Term and for one (1) year thereafter, each party shall maintain insurance in full
force and effect that includes commercial general liability (including product liability) with limits of no less than
$1,000,000 for each occurrence and $2,000,000 in the aggregate with financially sound and reputable insurers. All such
policies of Supplier shall name Distributor as an additional insured upon request by Distributor. Upon each party’s
request, the other party shall provide such requesting party with a Certificates of Insurance evidencing the above.
10.5 Exclusion of Consequential and Related Damages. WITHOUT LIMITING THE RIGHTS AND
OBLIGATIONS Of THE PARTIES UNDER SECTIONS 10.1 AND 10.2 (INDEMNIFICATION BY EACH PARTY),
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST
PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE
ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.


11. NOTICES. Notices under this Agreement shall be delivered by certified or registered mail or email (a) with
respect to Supplier, at the addresses on the Distribution Agreement, and (b) with respect to Distributor, at the following
addresses (or at such other address as Distributor or Supplier may identify in writing during the Term), and shall be
effective upon delivery (or, in the case of email, upon confirmed receipt).
Buffalo Market, Inc.
8030 W. Doe Ave.
Visalia, CA 93291
a@buffalomarket.com


12. MISCELLANEOUS


12.1 Recall. If Supplier, Distributor, or any governmental authority determines that a recall of any
Products sold to Distributor is necessary, either party may implement such recall campaign. Distributor shall return any
defective Products to Supplier or destroy such Products, as determined by Distributor, at Supplier’s sole cost and risk.
Without limitation of any rights otherwise available to Distributor, if a recall campaign is implemented, at Distributor’s
option and Supplier’s sole cost, Supplier shall promptly either replace, or credit or refund the prices paid by Distributor
for, all such returned Products.
12.2 Assignment. Supplier may not assign this Agreement without the prior written consent of Distributor.
Distributor may assign in whole or part this Agreement provided that any such subsequent assignee agrees to accept the
terms and conditions of this Agreement then existing. This Agreement is binding on and insures to the benefit of the
parties to this Agreement and their respective successors and permitted assigns.
12.3 Independent Contractor Relationship. The parties expressly agree and acknowledge they are
independent contractors and are not partners, joint venturers or agents of the other. Each party will maintain complete
control over its respective employees and agents and its relationships with its respective agents and contractors. Nothing
in this Agreement creates any contractual relationship between a party and any agents or contractors of the other party.
Each party will perform its obligations in accordance with its own methods and procedures, subject only to compliance
with this Agreement. Neither party will be liable for any debts, acts, or obligations of the other or the other’s agents,
employees, or contractors.
12.4 Data Collection. Supplier hereby grants Distributor a non-exclusive, worldwide, perpetual,
transferable, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate, and display Transaction
Data in connection with the operation and maintenance of Distributor’s distribution and related services, for technical
support, to otherwise perform obligations to Supplier or any other of Distributor’s suppliers or other customers, to
perform account management services, and to publish, display, and distribute de-identified, aggregated information
derived from Transaction Data and other information from Supplier’s use of Distributor’s services for marketing,
research or compliance purposes, for purposes of improving Distributor’s services, and for developing, displaying, and
distributing benchmarks and similar reports, provided that any such data is not publicly identified or identifiable as
originating with or associated with Supplier. The foregoing shall not limit the ability of Distributor to publish or
otherwise share or distribute information regarding Supplier that is obtained from publicly available or nonconfidential
sources. “Transaction Data” means any data of any type regarding transactions between Supplier and Distributor and
the purchase and sale of Products, including without limitation product type, pricing and quality, sale price, fees and
deductions and time periods for sale or liquidation.
12.5 Privacy Policy. Supplier hereby consents to Distributor’s privacy policy, located on its website at
https://www.buffalomarket.com/pages/pricacy-policy, which describes Distributor’s privacy practices and is
incorporated by reference into this Agreement. By Supplier’s entering into this Agreement, Supplier consents to any
updates to the Distributor’s privacy policy that may be published on the Distributor’s website from time to time.
12.6 Governing Law; Dispute Resolution. The laws of the United States of America and the State of
California govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law
principles. Any dispute, claim or controversy arising out of or in connection with this Agreement or the breach,
termination, enforcement, interpretation or validity thereof (each a “Dispute”), including the determination of the scope
or applicability of this agreement to arbitrate, shall be exclusively determined by final, binding arbitration in Los
Angeles, California before one arbitrator. The arbitration shall be conducted in accordance with the JAMS
Comprehensive Arbitration Rules and Procedures as in effect on the date measures to initiate arbitration of such Dispute
are first taken. Judgment on any award arising out of such arbitration may be entered in any court having jurisdiction.
This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and any awards
arising therefrom, except as may be necessary to prepare for or conduct the arbitration, and except as may be necessary
in connection with a court application for a preliminary remedy, a judicial challenge to an arbitration award or its
enforcement, or unless otherwise required by law or judicial decision. In any arbitration arising out of or in connection
with this Agreement, the arbitrator shall award to the prevailing party, if any, the out-of-pocket costs and attorneys' fees
reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be
the prevailing party under circumstances where the prevailing party won on some but not all of the claims and
counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the out-of-pocket costs and
attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Subject to the foregoing
agreement to arbitrate, each of the parties irrevocably consents to the non-exclusive, personal jurisdiction of the federal
and state courts located in the Central District of California for any matter arising out of or relating to this Agreement.
Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or
related to this Agreement may be brought in any court of competent jurisdiction.
12.7 Force Majeure. Supplier and Distributor shall be excused for the period of any delay in the
performance of any obligations under this Agreement when substantially prevented from so doing by labor disputes,
civil commotion, war, unforeseeable governmental regulations or controls, fire or other casualty, pandemics, terrorism,
acts of God or other events beyond such party’s reasonable control.
12.8 Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or
unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to
that provided by the original provision, and (b) the legality, validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby.
12.9 Waiver; Amendments. Failure by either party to enforce a provision of this Agreement shall not
constitute a waiver of that or any other provision of the Agreement. No modification or waiver of this Agreement or of
any covenant, condition or limitation contained herein shall be valid or effective unless it is (a) in writing and duly
executed by the parties hereto, or (b) electronically accepted by Supplier upon electronic offer from Distributor.
Supplier’s continued use of Distributor’s services after notification of modifications of these Terms and Conditions by
Distributor will be deemed acceptance by Supplier hereunder.
12.10 Entire Agreement. This Agreement constitutes the final and exclusive agreement between the parties
with respect to the subject of this Agreement and supersedes all agreements regarding such subject matter, whether prior
or contemporaneous, written or oral. It is specifically agreed that no printed standard terms that may appear on any
quotations, purchase orders, acceptance notes or invoices relating to the Products under this Agreement shall have any
effect.


End of Terms and Conditions