Terms and Conditions

ABBOTT BLACKSTONE COMPANY INC.

GENERAL TERMS AND CONDITIONS OF SALE

Terms & Conditions of Sales, Offers, Contracts & Deliveries

Effective June 2026 (Supersedes all prior versions)

These General Terms and Conditions of Sale (“General T&Cs” or “Terms”) govern all sales, offers, contracts, and deliveries by Abbott Blackstone Company Inc. (“Seller,” also referred to as Abbott Blackstone Co.). These Terms apply to every transaction with any buyer (“Buyer”) and are incorporated by reference into every Sales Contract, order confirmation, invoice, or other agreement between the parties.

In the event of any conflict or inconsistency between these General T&Cs and the terms of any Sales Contract, purchase order, or other document from Buyer, these General T&Cs shall control and prevail, unless such conflict is expressly resolved by a written amendment signed by authorized representatives of both parties. Conflicting or additional terms and conditions proposed by Buyer in any document are deemed deleted and shall have no binding effect, except insofar as expressly agreed in writing by Seller.

These General T&Cs, together with any applicable Sales Contract or order confirmation, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, representations, warranties, and agreements relating thereto.

1. Order Confirmation

Orders placed by Buyer shall not bind Seller until confirmed by Seller in writing or by any electronic means of its choice. No modification of these Terms or any Sales Contract shall be binding unless in writing and signed by an authorized representative of Seller.

2. Price

The price indicated on the order confirmation or Sales Contract shall be the price agreed between Buyer and Seller. Prices are subject to change prior to confirmation.

3. Payment

Payment shall be made to Seller at the address indicated on the invoice, in lawful money of the United States. Buyer shall pay in accordance with the payment terms stated on the order confirmation, Sales Contract, or invoice. Seller reserves the right to suspend further deliveries under this or any other agreement with Buyer, or to require satisfactory security, in the event Buyer fails to pay in full for any shipment when due. In the case of late payment, Seller will charge Buyer interest at the rate of two and one-half percent (2.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) on all overdue amounts from the due date until paid in full. Seller reserves the right to change payment terms at any time in its sole discretion.

4. Quantity and Contracts

Seller shall be obligated to sell and deliver no more than one hundred percent (100%) of the quantity of Product specified in any Sales Contract, and Buyer shall be obligated to purchase and accept delivery of no less than one hundred percent (100%) of such contracted quantity, unless otherwise expressly agreed in writing by the parties. Seller requires at least thirty (30) days’ prior written notice of the quantities to be delivered during each calendar month. In the event Buyer purchases less than the full contracted quantity of Product, Seller may, without limiting any other legal remedies available to it, reduce the quantity of Product it is obligated to supply during the term of the Sales Contract.

5. Delivery

Seller shall endeavor to deliver the goods at the time stated on the order confirmation or Sales Contract. If no delivery time is indicated, the goods shall be delivered at such time as Seller deems appropriate. Delivery dates and quantities referenced in any Sales Contract, order confirmation, or other document are estimates only and shall not be binding unless expressly agreed otherwise in a writing signed by Seller. Buyer shall provide Seller with reasonable advance notice of requested delivery quantities and schedules.

If Buyer is in default with respect to any of the terms or conditions of these General T&Cs or any agreement with Seller, Seller may, at its option, defer further shipments hereunder until such default is remedied or, without prejudice to any other legal remedy, decline further performance.

6. Buyer Default and Remedies

Buyer shall be deemed in default under these Terms or any Sales Contract if Buyer: (a) fails to make any payment when due; (b) fails to accept delivery of any Product; (c) fails to purchase the full contracted quantity of Product; or (d) otherwise breaches these General T&Cs or the terms of any Sales Contract or agreement with Seller.

Upon the occurrence of any default by Buyer, Seller may, without prejudice to any other rights or remedies available to Seller at law or in equity (including under the Uniform Commercial Code as adopted in Florida):

(i) cancel any undelivered balance of Product under the applicable Sales Contract;

(ii) resell the Product for Buyer’s account, and Buyer shall be liable for any deficiency between the resale price and the contract price, together with all costs of resale;

(iii) recover from Buyer all damages suffered by Seller, including but not limited to storage costs, carrying costs, collection costs, and reasonable attorneys’ fees and expenses; and

(iv) exercise any other remedies available under applicable law.

7. Warranties

Seller warrants that the goods shall conform to Seller’s standard specifications in effect on the date of shipment, or to the specifications agreed to with Buyer, if any. Buyer shall conduct its own tests to determine the suitability of the Products for their specific purposes.

All goods sold by Seller are food products warranted compliant with the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.) and Florida law, and should not be used for any other purpose. Be advised that any raw product(s) could contain biological hazards that require additional processing to ensure safe consumption. Customers should conduct their own analysis and testing respecting the laws, if any, of other jurisdictions, and no representation or warranty is made by Seller regarding the same.

No other warranties, express or implied, with respect to the food products, used alone or in combination with other materials, including but not limited to any implied warranty of fitness for a particular purpose or merchantability, are made. Seller’s limited warranty set forth above shall only last for a period equal to the earlier of (i) ten (10) working days from Buyer’s discovery of the defect, and (ii) ninety (90) days from Buyer’s receipt of the goods.

Some items do not undergo a pasteurization step (also known as a kill step). Each batch is representatively sampled and analyzed in accredited external laboratories and found negative for the related pathogens. Even so, it remains the sole responsibility of Buyer to use this information in its food safety risk assessment and to determine if and what appropriate further processing (including heat treatment) is required before further distributing or packaging the product.

8. Claims

Buyer shall examine the conformity of the goods with the specifications and/or samples within ten (10) working days upon receipt. All quality or non-conformity claims by Buyer, including without limitation claims for alleged defects, must be made in writing and received by Seller within ten (10) working days after Buyer’s receipt of the goods. In any event, all claims made after the goods have been resold by Buyer or have undergone any processing or treatment in any form whatsoever shall be null and void. Failure of Buyer to give notice of any claim within the applicable time period shall be deemed an absolute and unconditional waiver of such claim and shall be deemed acceptance by Buyer of the goods delivered by Seller.

In the case of duly proven defective goods, Seller shall, at its sole option, either replace or recondition at its own cost such defective goods, or refund Buyer the price paid. In no event shall any claim be valid if made beyond the stated expiration date of the product.

In the case of shortages or damages, Buyer must note the shortage or damage on the bill of lading and have the driver acknowledge it with the driver’s name and signature on the bill of lading. Buyer must notify Seller within three (3) working days of receipt.

9. Liability

Seller’s total liability and Buyer’s exclusive remedy for any cause of action associated with any contract or sale, whether based in tort, contract, strict liability, or any other legal theory, is expressly limited to replacement of nonconforming product or payment in an amount not to exceed the purchase price of the specific product for which damages are claimed. Under no circumstances shall Seller be liable for special, incidental, indirect, or consequential damages (including but not limited to loss of profits, revenues, or business opportunities) incurred by Buyer or any third party. Where mandatory provisions of applicable law so provide, Seller’s liability for duly proven damages due to Seller’s gross negligence or willful misconduct shall not be limited.

10. Information

Seller may from time to time provide Buyer with information regarding the use of Seller’s materials in Buyer’s products. With regard to any such information, Buyer acknowledges that Seller is in no way responsible for the use of Seller’s products by Buyer. Buyer acknowledges that Seller cannot anticipate all conditions under which Seller’s products may be used and therefore agrees to conduct its own tests to determine the safety and suitability of Seller’s products for Buyer’s purposes. Any information provided by Seller is without warranties, either express or implied. Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all loss, cost (including reasonable attorneys’ fees), and claims arising out of or in connection with Buyer’s use of Seller’s products or information.

11. Excuse of Performance (Force Majeure)

No liability shall result from delay in performance or non-performance by Seller caused by circumstances beyond Seller’s reasonable control, including but not limited to: acts of God, fire, storms, flood, explosions, riots, wars, terrorism, civil unrest, accidents, perils of the sea, embargoes, labor troubles or disputes, machinery breakages, governmental actions or prohibitions, shortages of or inability to obtain raw materials or energy at reasonable cost, traffic stoppages and/or restrictions, seizure or requisition of products by the Government of the United States, transportation disruptions, port congestion, customs delays, FDA actions, supplier failures, or any other cause beyond Seller’s reasonable control.

Notwithstanding the foregoing, nothing contained in this section shall in any way excuse or delay Buyer’s payment obligations to Seller under these Terms or any Sales Contract.

12. Compliance with Laws

Buyer assumes full liability and responsibility for compliance with all Federal, State, municipal, and local laws, ordinances, and regulations governing the unloading, discharge, storage, handling, and use of products supplied by Seller under any agreement. Buyer agrees to hold Seller harmless against any claim, demand, or cause of action for personal injury or property damage arising from or attributable to such unloading, discharge, storage, handling, or use. Seller assumes no liability for failure of discharge or unloading implements or materials used by Buyer, whether or not supplied by Seller. Buyer acknowledges and agrees that it shall fully comply with any and all recalls respecting the products. Nothing herein shall require Seller to carry any particular product or any specific quantities of products.

13. Assignment

Buyer shall not assign its rights or delegate its performance under these Terms or any Sales Contract without the prior written consent of Seller. Any attempt by Buyer to do so without such consent shall be void and of no force or effect.

14. Governing Law

These General Terms and Conditions of Sale, and all purchases by Buyer from Seller, shall be governed by and construed in accordance with the laws of the State of Florida, including without limitation the Uniform Commercial Code as the same has been adopted in the State of Florida, without regard to its conflicts of law principles.

15. Jurisdiction and Dispute Resolution

Buyer hereby irrevocably consents to the non-exclusive personal jurisdiction of, to the service of process in connection with, and to the propriety of venue in, any action in the United States District Court for the Middle District of Florida or in the state courts of the State of Florida with jurisdiction, filed by Seller to enforce its rights against Buyer. BUYER HEREBY WAIVES ANY RIGHT THAT BUYER MAY HAVE TO A TRIAL BY JURY IN THE EVENT OF A DISPUTE HEREUNDER.

16. Miscellaneous

Failure by Seller or Buyer to enforce any right which it may have in any instance shall not be deemed to be a waiver of any right it may have in any other instance. Whenever possible, each provision of these General T&Cs shall be interpreted in such a manner as to be effective and valid under applicable law. The determination by any court of competent jurisdiction that one or more of the sections or provisions of these General T&Cs are unenforceable shall not invalidate the remaining provisions, and the decision of such court shall be given effect so as to limit to the extent possible the sections or provisions which are deemed unenforceable.

These General T&Cs, as may be amended from time to time by Seller in its sole discretion (with notice to Buyer or posting on Seller’s website), together with any applicable Sales Contract or order confirmation, constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to the subject matter hereof.

17. California Proposition 65

Certain agricultural and food products may contain naturally occurring substances, including lead, cadmium, arsenic, or other chemicals listed under California Proposition 65. Seller makes no representation that any Product is exempt from Proposition 65 warning requirements. Buyer is solely responsible for determining whether any warning or other compliance action is required for the Buyer’s intended use, processing, packaging, labeling, distribution, or sale of the Product and shall comply with all applicable laws and regulations, including California Proposition 65. 

— End of General Terms and Conditions —

Abbott Blackstone Company Inc.  |  Clearwater, Florida  |  https://abbottblackstone.com