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 Retail Channels (the “Purpose”), and the license to use Supplier’s Marks (as defined below) in the Retail Channels for the Purpose. Supplier agrees that it will not directly or indirectly distribute or sell Products inside the Retail Channels or to any party Supplier has reasonable basis to believe will distribute or sell the Products inside the same Retail Channels, except to the extent otherwise expressly permitted 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 Date, 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 Distributor Margin Rate (the “Distributor 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 30 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 Retail Channels for any such price increases. For the avoidance of doubt, any change to the Wholesale Price List shall not affect the Distribution Margin. The Distributor 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. Supplier shall be solely responsible for delivery of the products; products shall be delivered to designated delivery points for each Retail Channel, which will be agreed upon in writing, and updated in writing as needed. Title to Products and risk of loss shall pass to Distributor upon Distributor’s taking possession of the Products at the specified 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 forty five (45) 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 associated costs such as freight, 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”). Distributor has the right to receive credit from Supplier for unsold product at Retail Channels for the first 90 days of delivery for each retail store. After 90 days, the Supplier will provide up to a 5% credit allowance for unsold product. Distributor provides access to tracking software to see credits in real time and will provide a trailing credit report every 30 days, in which Supplier shall provide full reimbursement within 30 days of receipt of credit report. Supplier shall reimburse Distributor within thirty (30) days’ written notice from Distributor for all such Distributor Reimbursements.

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.Marketing and inventory

3.Marketing and Inventory

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 retailers within the Retail Channels. Distributor shall keep its inventory properly stored, in accordance with all relevant regulatory standards, and at adequate facilities for goods such as the Products.

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 Retail Channels 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 Retail Channels, as applicable. When production becomes less reliable, Distributor will request Supplier, when possible, to provide additional inventory to cover future anticipated shortages on consignment.

4.2 Portal Access. During the Term, Supplier will provide Distributor with access to information needed to conduct business to retailers, such as access to Supplier portals, any Retail Channel Portals, and credentials with Retail Channels.

4.3 Commission to Distributor for Sales Assistance. 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 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”). 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.

4.4 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.

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

5. Representations and warranties

5.1 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.

5.2 Distributor represents and warrants as follows:

6. 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).

7. Termination

7.1 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 caused by a Force Majeure event under Section 10.7, the cure period under this section shall be extended by 30 days upon written request from the breaching party made prior to termination.

7.2 By Mutual Agreement. The parties may terminate this Agreement by mutual written agreement at any time.

7.3 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.

7.4 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.

7.5 Supplier Buyout. In the event that Supplier terminates this Agreement, other than (a) for breach under Section 7.1 (b) by mutual agreement under Section 7.2, 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 Distributor’s 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 Retail Channels 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).

7.6 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 4, 5 through 8 and 10).

8. Indemnification and insurance; Limitation of liability

8.1 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.

8.2 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.

8.3 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.

8.4 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 Certificates of Insurance evidencing the above.

8.5 Exclusion of Consequential and Related Damages. Without limiting the rights and obligations of the parties under sections 8.1 and 8.2 (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.

9. 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.

1439 N. Highland Ave.

PMB 1009

Los Angeles, CA 90028

contracts@buffalomarket.com

10. Miscellaneous

10.1 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, credit, or refund the prices paid by Distributor for all such returned Products.

10.2 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.

10.3 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.

10.4 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.

10.5 Privacy Policy. Supplier hereby consents to Distributor’s privacy policy, located on its website at https://www.buffalomarket.com/privacy-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.

10.6 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.

10.7 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.

10.8 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.

10.9 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.

10.10 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.

California Consumer Privacy Act (CCPA) Addendum

Effective Date: 08-08-2023

Introduction

This California Consumer Privacy Act (CCPA) Addendum supplements the Buffalo Market Privacy Policy and is effective as of the date mentioned above. This Addendum is intended to provide California residents with the additional disclosures and rights as required by the California Consumer Privacy Act (CCPA).

Definitions

Capitalized terms used but not defined in this Addendum shall have the meanings given to them in the Privacy Policy.

Personal Information Collection and Use

Buffalo Market collects, processes, and uses Personal Information as described in the Privacy Policy. In addition to the purposes mentioned in the Privacy Policy, we provide the following disclosures specifically for California residents:

Categories of Personal Information Collected: We collect the following categories of Personal Information as described in the "Personal Information We Collect" section of our Privacy Policy: Identifiers, Personal Information, etc.

Purposes of Collection: We collect Personal Information for the purposes disclosed in the "How We Use Your Information" section of our Privacy Policy. These purposes include, but are not limited to, processing orders, providing customer support, etc.

Sale of Personal Information: We do/do not sell Personal Information, as defined by the CCPA. If applicable, provide details on the opt-out mechanism and how California residents can exercise their right to opt-out of the sale of their Personal Information.

California Consumer Rights

California residents have certain rights under the CCPA, including:

Right to Know: California residents have the right to request that we disclose the categories and specific pieces of Personal Information we have collected about them, the categories of sources from which the Personal Information was collected, the business or commercial purposes for which the Personal Information was collected, and the categories of third parties with whom we share Personal Information.

Right to Delete: California residents have the right to request the deletion of their Personal Information collected or maintained by us.

Right to Opt-Out: If Buffalo Market sells Personal Information, provide information about the right to opt-out of the sale of Personal Information.

Non-Discrimination: California residents have the right not to be discriminated against for exercising their CCPA rights, including denying services, charging different prices, or providing a different level of quality.

Exercising Your Rights

California residents can exercise their rights under the CCPA by requests must be submitted via email

Contact Information

If you have any questions or concerns regarding this CCPA Addendum or our privacy practices, you may contact us at Info@buffalomarket.com

Changes to this Addendum

We reserve the right to update or modify this CCPA Addendum from time to time. Any changes will be effective when we post the revised Addendum on our website.

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