Terms and Conditions

The Parties hereto, Pro-Liquitech, LLC, d/b/a Flavorman as seller (the “Seller”) and the entity listed on the foregoing Purchase Order as buyer (“Buyer”), (each individually a “Party” and collectively the “Parties”), hereby agree to this Purchase Order Additional Terms and Conditions as set forth herein. The individuals executing this Purchase Order Additional Terms and Conditions affirm that he/she is duly authorized to execute and commit to this Purchase Order Additional Terms and Conditions for the abovenamed Buyer or Seller.

1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, product and/or the services (“Product”) listed on each respective Purchase Order, Sales Agreement, Signed Sales Proposal or other such document as applicable and attached hereto on the terms and conditions set forth herein. Each such Purchase Order, Sales Agreement, Signed Sales Proposal or other such document and these Purchase Order Additional Terms and Conditions shall constitute an “Order”. Each respective Order shall constitute a separate and independent Order of Product and/or services listed therein.
2. DELIVERY. Seller agrees to deliver Product to the delivery address named in the Order. Buyer shall have express legal authorization to receive Product upon that same address. If Buyer fails to provide an acceptable Delivery Address, or make any payment when due, then Buyer shall pay for any resulting additional delivery, or return charges, including, but not limited to, storage related charges attributable to delayed delivery and/or receipt of Product required and/or requested by Buyer.
3. FORCE MAJEURE. Seller shall not be liable for any delay in delivering Product or related services as applicable, resulting from but not restricted to acts of Buyer or Buyer’s representatives, fires, strikes, labor disputes, war, civil commotion, shortages of labor or material, pandemics, acts or restrictions of any government, or other causes beyond the Seller’s control. The existence of such causes of delay shall justify the suspension of delivery of Product and/or the rendering of services by Seller and shall extend the Seller’s time of performance until such cause of delay has been removed. Seller shall give written notice to Buyer of details concerning the delay as soon as practicable after its occurrence. The Total Order price and/or the time to perform shall be subject to amendment, documented via a written Change Order in accordance with the effected Order and executed by both Parties.
4. INSPECTION. Following delivery of Product, Buyer or Buyer’s agents (herein “Receiver”) shall inspect Product within Twenty-four (24) hours of delivery and provide immediate written notice to Seller of any defects, if any, which Receiver observes. If Receiver fails to provide such notice within twenty-four (24) hours following delivery of Product, then it shall be conclusively presumed between Buyer and Seller that Receiver has inspected Product, and that all Product is in conformance with the respective Order and has been accepted by Buyer. Acceptance is final.
5. RISK OF LOSS. Upon shipment of Product from Seller’s location, all risk of loss or damage to Product passes from Seller to Buyer. In addition, Buyer hereby indemnifies to the extent allowable by law, Seller and agrees to save, defend, and hold Seller harmless and waives rights of subrogation in favor of Seller against all losses, damages, liability, costs and expenses (including attorneysʹ fees), as a result of any actions, claims, or demands made arising from events occurring following shipment of Product, except to the extent caused by Seller’s international negligence.
6. WAIVER OF CLAIMS. Buyer hereby waives and releases all claims against Seller for (i) loss or damage to all property, goods, wares and merchandise as a result of receiving Product and (ii) injuries to Buyer, Buyer’s agents and third persons. Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of use or of profit by Buyer or any other party), whether or not caused or continued by Seller’s negligence or delay, which may result from or arise in connection with the manufacture, delivery, or availability for use of Product or in connection with the services rendered by Seller hereunder.
7. TERMINATION FOLLOWING BREACH. In the event of (a) bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or against Buyer voluntarily or involuntarily, under the provisions of the Bankruptcy Code of the United States, for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Buyer; or (b) Buyer fails to make timely payments, or perform any of its other obligations under the Order, and such failure or default is not cured within ten (10) days after written notice of such failure or default is provided by Seller, the respective Order automatically shall be terminated in the case of any event described in clause (a) above; and may be terminated by Seller in the case of any event described in clause (b) above and, upon such termination, full payment pursuant to the terms of the Order between Buyer and Seller shall become immediately due and payable from Buyer. In the event of any such breach or termination, Seller shall have all rights provided by law and under the terms and conditions of the respective Order, including but not limited to: repossession and disposal or resale of Product and recovery of attorney’s fees and other reasonable costs and expenses associated with any breach or termination (including any such disposal or destruction), shall be reimbursed by Buyer on demand by Seller.
8. GOVERNING LAW AND JURISDICTION. Buyer and Seller agree that each respective Order shall be governed in all respects by and interpreted in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws provisions, with jurisdiction and venue in a court having jurisdiction in Jefferson County, Kentucky. Subject to Section 5, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and court costs, whether or not the action proceeds to judgment. Both Parties hereby waive all right to trial by jury of all claims, defenses, counterclaims and suits of any kind arising from or relating to the Order. 9. SELLER’S EXPENSES. In the event Seller incurs expenses in the exercise or enforcement of the terms and conditions of this Order, Buyer shall pay Seller all such costs and expenses, including reasonable attorney’s fees.
9. BUYER’S SOLVENCY. Buyer hereby represents and warrants that the fair value of the assets of Buyer exceed its liabilities; Buyer is able to pay its debts and liabilities as they become due; and Buyer does not have an unreasonably small amount of capital with which to conduct the business in which it is engaged, as such business is now conducted and is proposed to be conducted.
10. MODIFICATIONS AND AMENDMENTS. No amendment, supplement or modification to the terms and conditions of the Order shall be valid unless made in a writing and signed by both Parties, and no waiver of any provision of a respective Order shall be valid unless made in a writing signed by the waiving Party. The modification and/or amendment shall include any changes in Product, any adjustments to the price and any revisions to the performance dates. Notwithstanding the foregoing, from time to time, Buyer may request modifications to Product or the services hereunder, such changes may be accepted at Seller’s sole option and may alter the final price stipulated herein as well as the time frames for performance. These changes in Product or services will be deemed approved by Buyer when written acceptance of said modifications is accepted by Seller.
11. NO WAIVER. Failure of Seller to enforce any term or condition of the Order shall not constitute waiver of any rights whether or not stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein. Waiver by Seller of any provision of the Order shall be valid only as provided in writing and only with respect to the specific matter to which such waiver relates.
12. ASSIGNMENT. Buyer will not assign any of its rights or obligations hereunder without the prior written consent of Seller, which Seller may grant or withhold at its sole discretion and any such assignee shall be subject to credit approval by Seller. To the extent not prohibited hereunder, the covenants, terms, provisions, and conditions herein contained will apply to, bind and inure to the benefit of the respective successors and assigns of Buyer and Seller. Any attempted assignment in violation of this Order is void from inception.
13. NOTICES. All notices to be given hereunder shall be made in writing and mailed by certified mail, return receipt requested, to the other Party at its address set forth herein or at such address as a Party may provide in writing from time to time. Any such notice shall be deemed to have been received five (5) days subsequent to mailing. The Parties agree that a carbon copy, photocopy, electronic signature (DocuSign, Adobe sign, etc.) scan or facsimile of this Order or of any Schedules, Exhibits, Amendments or related agreements hereunder and including any subsequent Schedules, Exhibits, Amendments or related agreements with their signature thereon shall be treated as an original and shall be binding as an original signature document for all purposes. Typed names in a signature block shall not be accepted and are not legally binding.
14. ENTIRE AGREEMENT. This Order including any exhibits hereto made by and between the Parties, constitute the entire agreements of the Parties to this Order with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.