Purchase Order Terms

This Covers the Purchase of Product by Tony’s Finer Foods Enterprises, LLC (“TFFE”)

1. Each and every TFFE Purchase Order (“PO”) shall constitute an offer only and it is not a confirmation or acceptance of any prior or contemporaneous offer, proposal, or agreement. Acceptance of TFFE’s PO is expressly limited to the terms set forth therein. TFFE shall only be bound by the terms of its PO. Acceptance of TFFE’s PO is expressly limited to its terms (including the terms herein), which may not be contradicted, added to, or varied in any way or by any manner or method. Acceptance of TFFE’s PO as written and delivered by TFFE (including the terms herein), and any agreement formed by TFFE’s PO, may not be conditioned upon or contain any different or additional terms, whether contained in a verbal communication, an invoice, confirmation, e-mail, website, letter, or other writing, posting, conduct, course of dealing, custom, method, trade usage, or otherwise. Notice is hereby given that any terms in addition to or different from the terms of TFFE’s PO are by this notification expressly objected to and expressly rejected. Shipment or other arrangements for delivery of the product(s) identified in the PO by the Seller shall constitute an acceptance of TFFE’s PO on its terms, as shall the execution (signing) of the PO by the Seller. The contract formed by TFFE’s PO, if accepted, is intended as a final, complete, and exclusive statement of its terms and conditions, and cannot be varied or changed, except by a future writing signed by a duly authorized agent by all parties to the contract. No employee or representative of TFFE, except a Corporate Officer of TFFE, is authorized to waive, delete, change, alter, excuse or otherwise modify or waive any of these “Purchase Order Terms,” and then only in a signed writing. Any attempt by any other employee or representative to do so shall be null and void.

2. Time is of the essence in the contract formed by the acceptance of TFFE’s PO. If delivery of items ordered therein is not completed by the time set forth in TFFE’s PO, or within thirty (30) days, whichever is less, TFFE reserves the right (but not the obligation), without liability, in addition to all of its other rights and remedies, to terminate such contract as to items not yet delivered, or in its entirety.

3. All products shipped for delivery must be of equal or better quality than the quality of the sample(s) previously provided. All product expiration dates, code dates, and production dates must be noted on the invoice and packing slip(s). The invoice and packing slip(s) must identify the expiration date of all products shipped.

4. Each case shall contain products of the same manufacture and/or expiration date.

5. For deliveries to TFFE’s warehouse or distribution center, shipments or deliveries must adhere to Exhibit A. The driver must unload the truck, separate and palletize product, even if by hand, and attach pallet tags. All products that arrive with more than one code date, expiration date, production date, size, color, flavor, scent, case assortment, inner pack, style, formula or consistency must be listed separately. If any products are delivered with a case pack different from that which is listed on the PO, all differences must be noted at the time the delivery appointment is made. TFFE reserves right to refuse unloading of trucks until TFFE receives a complete and itemized packing slip for each delivery consistent with this section. Seller has full responsibility for any delays caused thereby. TFFE is not responsible for any charges associated with shipments made without a delivery appointment or for deliveries made other than at the scheduled date or pursuant to Exhibit A.

6. For deliveries to any specific TFFE store location(s), shipments/deliveries must adhere to pre-determined and mutually agreed upon terms including, but not limited to, orders, units and delivery windows, subject to the relevant TFFE store location’s receiving hours. Deliveries should not be made to specific TFFE store locations without TFFE’s prior approval and confirmation details. TFFE is not responsible for any charges associated with shipments made without a delivery confirmation details or for deliveries made other than at the scheduled date.

7. If TFFE does not receive all of the product ordered under the PO within the specified date, TFFE has the option but not the obligation to cancel all or any part of the PO and/or return to Seller at Seller’ s expense, or make available for pick-up by Seller at Seller’ s expense, all or any part of the product identified in the PO. If any of the conditions of the PO are not complied with, TFFE has the option, in addition to any other remedies, to cancel all or any other parts thereof and to return or make available for pickup all or any part thereof at Seller’s full expense.

8. Any and all product sent in excess of those ordered by TFFE in its PO may be retained or, at TFFE’s option, returned to Seller at Seller’ s expense, or made available for pick-up by Seller at Seller’ s expense.

9. TFFE reserves the right to deduct excess transportation charges incorrectly calculated by the Seller.

10. Seller shall bear the risk of loss (and time periods for payment terms do not commence) until and unless shipment is received in full and in equal or better condition than the sample at TFFE’s warehouse.

11. Seller is responsible for the payment of transportation charges regardless of whether or where “FOB” is identified in TFFE’s PO or in any other document, unless expressly stated otherwise in the PO.

12. Terms are based upon receipt of product or invoice date whichever is later.

13. By accepting TFFE’s PO and by shipping the products identified in its PO, Seller hereby represents and warrants that the products to be furnished hereunder are and will be: (1) in conformity with all required rules, laws, and regulations, (2) produced, labeled, and identified in compliance with all applicable federal, state, and local laws, rules, and regulations including, without limitation, all applicable rules and requirements of the Consumer Products Safety Commission (CPSC), Environmental Protection Agency (EPA), Food & Drug Administration (FDA), State of Illinois Department of Health, Illinois Department of Public Health, the Chicago Department of Public Health, county health departments with jurisdiction over TFFE, the Bureau of Weights and Measures, and any other federal, state, county, city or other government entity or regulatory agency with jurisdiction over the parties and/or the subject matter of these Purchase Order Terms, (3) free and clear from any and all liens, rights, or claims of any third parties, with clear title passing to TFFE at the time of delivery, (4) safe, defect free, and fit for their stated and intended purpose, and (5) not infringing on any patent, trademark, copyright, or other proprietary rights of any third party. Failure to adhere to this Section shall be a material breach of this PO Terms, and Seller shall be responsible for indemnifying TFFE pursuant to Section 14.

14. Seller hereby agrees to indemnify and defend (with counsel to be selected by TFFE in TFFE’s sole and absolute discretion) and hold TFFE and its subsidiaries harmless, at Seller’ s sole cost and expense, from and against any and all claims, liens, causes of action, losses, liabilities, damages, costs, and expenses, including attorney’ s fees, if any claim or action is made or brought or any assertion is made that alleges a breach of, noncompliance with, or variance from any of the terms, representations, or warranties of the PO or the terms contained herein, as well as in the case of any other claim or action against TFFE asserting that the product (including product packaging and labeling) purchased under the PO is defective, harmful, dangerous, not compliant with any law (further outlined in Section 13, herein), mislabeled or not appropriately or fully labeled, infringing on the intellectual property rights of another, or otherwise giving rise to or resulting in a legal or equitable suit, action, or other claim or right against TFFE, including but not limited to claims for injuries or death to persons or damage to real or personal property.

15. The contract to be formed by the acceptance of TFFE’s PO shall be governed by the State of Illinois, regardless of any claims to conflicts of law principles. Any action arising out of or relating to such contract or PO shall be commenced and maintained in the State of Illinois, in the venue in DuPage County.

16. Seller represents that all items purchased are sold at a price not less favorable than currently offered to any other purchaser.

17. All products are subject to inspection and approval by TFFE.

18. Seller warrants that all products sold or shipped pursuant to TFFE’s PO are not subject to any liens, recall (voluntary or involuntary), product liability claim, or other such matter. Failure to comply with this Section is a material breach and, further, subjects Seller to indemnity obligations further described in Section 14.

19. All products with pre-prices, cents off, free sample, or any pricing information must be identified on PO.

20. All pallets shipped with product are included in the price of the product and become the property of TFFE.

21. TFFE has the right to advertise any product associated with the PO unless noted therein to the contrary on the PO, and Seller warrants that TFFE has the right and authorization to advertise any such product.

22. “Freight Prepaid” as used in TFFE’s PO means that Seller agrees to pay all costs associated with any shipment and/or delivery and that TFFE is in no way responsible for any payment or reimbursement of such costs, unless expressly stated otherwise.

23. The price and quantity set forth in TFFE’s PO are confidential. No such information may be used by Seller for any reason except that which is absolutely necessary for processing the shipment and payment of the order. Confidentiality also applies to the existence of the PO and its terms. Seller warrants that it will not convey or allow to be conveyed any information regarding the PO, including, but not limited to, items purchased, quantity, price, profit, and terms. None of these matters may be disclosed by Seller either publicly or to any third party, nor to any non-essential person working for Seller.

24. Wherever the term TFFE is used herein, it shall, at TFFE option, apply to TFFE or TFFE’s assigns, delegates, affiliates or subsidiaries.

25. Any and all taxes, duties, tariffs, surcharges, levies, deposits (including redemption value, where applicable), fees and any other such charges are included in the product purchase price unless indicated therein to the contrary on TFFE’s PO.

26. If an account is to be factored, TFFE must be notified by Seller before acceptance of TFFE’s PO, and TFFE reserves the right to remit payment either to Seller or to Seller’ s factor, at TFFE’s election.

27. Seller agrees, at its sole cost and expense, to obtain and maintain insurance relative to any item(s) sold to TFFE under the PO, naming TFFE as an additional insured with respect to the products(s) subject to the PO. TFFE shall not be required to remit payment until such proof of insurance is supplied. No discount period shall begin to run, no penalty or delinquency period shall begin to run, and the time after which any late fee or other delinquency fee may be imposed shall not begin to run until Seller delivers to TFFE such proof of adequate insurance. If such proof of adequate insurance is not provided, TFFE may, at its option, either (a) retain the product and take a 10% discount on the amount of its PO, or (b) advise the Seller that the products are available for pick-up at TFFE warehouse(s) and or retail store(s), at Seller’s expense, and with a 5% handling charge due from Seller to TFFE. Seller agrees to obtain and maintain the following:

A. Commercial General Liability insurance including Errors and Omission with coverage limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) in the aggregate. Should the GL policy contain an exclusion for professional liability such coverage shall be provided for separately with limits of not less than one million dollars ($1,000,000) with a retroactive date that predates this PO.
B. Workers Compensation and Employer’s Liability insurance of at least $1,000,000.00 including Waiver of Subrogation in favor of TFFE for Workers Compensation and Alternate Employer Endorsement for Employer Liability insurance.
C. Commercial Auto Liability insurance with limits of not less than one million dollars ($1,000,000) covering at a minimum owned, hired and non-owned automobiles.
D. Umbrella coverage of at least three million dollars ($3,000,000.00) such coverage shall include the above required policies in the schedule of underlying policies with the exception of any standalone professional liability policy.
E. Commercial Crime coverage in the amount of not less than one million dollars ($1,000,000) including but not limited to employee dishonesty and theft.
F. Employment Practices Liability coverage in the amount of not less than one million dollars ($1,000,000) with a retroactive date that predates this PO.
G. Certificates of Insurance: Seller shall provide TFFE with certificates of insurance evidencing the above coverages. As it relates to (A)-(C), above, policies shall be endorsed to provide TFFE not less than thirty (30) days prior written notice of any cancellation. The policies required in (A)-(C), above, shall be endorsed to name Tony’s Finer Foods Enterprises, LLC, its parent, and any subsidiaries, related and affiliated companies of each, and the officers, directors, shareholders, employees, agents and assigns of each as additional insured such coverage grant shall be written on a primary and non-contributory basis. If the insurance policies described in the certificates are canceled or reduced for any reason, Seller agrees to procure new policies and provide TFFE with new certificates within ten (10) days or TFFE shall have the right to immediately terminate this PO without penalty, liability or expense. All insurance shall be with companies and on forms acceptable to TFFE. Additionally, all insurance shall be written by companies with an AM BEST’s Guide rating of A- or better. TFFE’s failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of Seller’s obligations or the rights of TFFE. The minimum limits of the insurance required in this Section 27 shall in no way limit or diminish Seller’s liability under other provisions of this PO. Waiver of Subrogation: Any and all insurance requirements as required in (A)-(C), above, shall include a clause or endorsement containing a waiver of subrogation in favor of TFFE. Any insurance maintained by TFFE is for the exclusive benefit of TFFE and no other entity.

28. It is TFFE policy not to purchase products manufactured using exploitive or unfair labor practices, such as forced labor, abusive labor practices, or child labor. Neither will TFFE buy product made as a result of any practices that are illegal in the place at which the products being offered are manufactured or distributed. By signing or shipping under TFFE’s PO, Seller attests to the fact that after a diligent inquiry, Seller has ascertained that no product that is the subject matter of this PO has been manufactured or distributed using any such forced, involuntary, exploitive, or unfair labor practices.

29. Seller shall not assign this PO or any benefits arising from this PO without TFFE’s prior written consent and, unless otherwise agreed upon in writing, the rights of any assignee shall be subject to all set-offs, counterclaims, and other comparable rights arising hereunder. Supplier shall not, except in the case of raw materials, or standard commercial goods, or except as otherwise agreed in writing by TFFE, delegate or subcontract the work on any item of material or service to be delivered or performed under this PO.

30. All terms set forth herein are incorporated by referenced into each and every PO issued by TFFE.

31. All references to “TFFE” and “Tony’s Finer Foods Enterprises, LLC” shall also mean to include Tony’s Finer Foods Enterprises, LLC, and each of its affiliates and subsidiaries. As used herein, the term “subsidiary” shall mean any corporation or other business entity controlled directly or indirectly by TFFE or other business entity in question, and the term “affiliate” shall mean and include any corporation or other business entity directly or indirectly controlling, controlled by or under common control with TFFE or other business entity in question.

Tony’s Fresh Market Distribution Center Supplier Policy & Procedures

Dear Vendors,

To ensure efficiency in product delivery and receiving, it is the expectation at Tony’s Fresh Market that suppliers follow the requirements below and deliver in accordance with all Tony’s Fresh Market’s policies and procedures written into all pages of this document. If seller’s deliveries fail to meet such standards, Tony’s Fresh Market, without waiving any of its other rights or remedies, may cancel the Purchase Order without notice as to any or all units not received. If deliveries do not meet the requirements, the supplier or carrier will be charged for each occurrence or load will be rejected.

Tony’s Fresh Market Distribution Center Supplier Policy & Procedures is effective as of December 13th 2022. Tony’s Fresh Market reserves the right to make revisions to this policy at any time without notification. Any form of acceptance of a Tony’s Fresh Market P.O. will constitute as acceptance of the Tony’s Fresh Market Distribution Center Supplier Policy & Procedures including changes to conditions of this document.

Tony’s Fresh Market would like to thank you in advance for your support.

The following policies and procedures are broken out into the following subsections:

A) TONY’S FRESH MARKET DELIVERY SPECIFICATIONS POLICY & PROCEDURES
B) TONY’S FRESH MARKET APPOINTMENT SCHEDULING PROCESS & PROCEDURE
C) TONY’S FRESH MARKET CROSS DOCK VENDOR SPECIFICATIONS

TONY’S FRESH MARKET DELIVERY SPECIFICATIONS POLICY & PROCEDURES

(Table #1)

(Table #2)

Mandatory minimum acceptance shelf life at the time of the delivery to Distribution Center (Table #1)

(Table #3)

TONY’S FRESH MARKET APPOINTMENT SCHEDULING PROCESS & PROCEDURE

All shipments must be scheduled online. To get started, please click on this link
https://snapappointments.com/tonys-finer-foods and fill out the requested information.

Instructions:
Step 1: https://snapappointments.com/tonys-finer-foods

Step 2: Fill out the following fields: First Name, Last Name, Phone, Email, Vendor Delivering for, Tony’s P.O. #, Estimate # of Pallets, Freight Name & Notes – Under Notes, enter information on the product being delivered “Ex. 18 Pallets of Ice Mountain Water 24pk”

Step 3: Click The “Book” Button (Table #4)

Step 4: Appointment will be confirmed on the next page and a confirmation email will be sent (Table #5)

(Table #4)

(Table #5)

1. Violations;
All “No Show”, “Late Arrival” and “Unscheduled” trucks will be subject to a fee which will be administered on-site at Tony’s Fresh Market Distribution Center. For reference, “No Shows” will be identified as any truck that has a scheduled appointment confirmed that does not arrive for that appointment. “Late Arrival” will be identified as any truck that has a scheduled appointment confirmed but arrives 1 hours later than its original appointment. “Unscheduled” is defined as any truck that arrives at the distribution center without an appointment scheduled.

2. Compliance Fee:
“No Show” & “Not ready by check in” trucks will be assessed at $100
“Late Arrival” trucks will be assessed at $150
“Unscheduled” trucks will be assessed at $200

These fees will be collected at the time the truck checks-in with the receiver and prior to being backed into the dock for unloading. There will be no exceptions to this rule; trucks that are identified as being in violation of our policy will be required to pay the fee onsite prior to unloading.

3. Method of Payment:
The receiver will issue the invoice at the receiving time and driver should pay with EFS, comcheck or credit card only. No cash or personal checks will be allowed.

TONY’S FRESH MARKET CROSS DOCK VENDOR SPECIFICATIONS

It is the expectation here at Tony’s Fresh Market that suppliers will follow the requirements below to maximize throughput in Cross Dock orders.

⇒ Receiving / Cross Dock appointments must be scheduled through:
⇒ https://snapappointments.com/tonys-finer-foods

Specifications for each Order / Delivery

1) All trucks must have inbound appointment scheduled or a fixed schedule arranged.
2) All deliveries must follow quality assurance regulations.
3) Truck drivers will need to unload their pallets, must bring own pallet jack.
4) Two labels on each pallet with store number. (See labels details below)
5) All labels must be placed on the top right-hand side of each pallet, front and back.
6) Orders need to be palletized by store. No combined orders will be accepted.
7) Each store must have its own invoice. (See invoice details below)

Labels Details

a) All labels must be printed in Yellow Color
b) Label should only contain the store number (See the format in addendum A)
c) Label size must be 11″ x 8.5″

Invoice Details
a) Store number must be printed on each Invoice
b) Department name must be printed on each Invoice
c) One invoice per store (Original and two copies)
d) Invoice Date must be same as Delivery Date

Addendum (A)