1. Term Sheet/Orders. Any “Term Sheet” to which these terms and conditions are referenced lists the Supplier’s selection of products (‘Products”), applicable prices, and other relevant commercial terms (e.g., marketing funds, rebates, promotions, etc.) to FHEG’s purchase of Products for resale as mutually agreed to between the Parties. All Products listed in the Term Sheet or other product listing document shall include UPC Codes, product identification numbers, minimum quantity requirements, and if applicable, pack sizes. All purchases of Products shall be initiated by FHEG’s issuance of a Purchase Order (“Order”) to Supplier. Only an Order initiated by FHEG is proof of commitment for FHEG’s purchase of Products and such purchase shall be governed by this Agreement and the Term Sheet. Any forecast and/or Terms Sheet outside of an Order is not a binding agreement; any provided forecasts are merely a projection; it is not the final intent to purchase and is non-binding. Orders shall identify the number and type of Products and requested delivery dates. No changes or modifications to an Order by Supplier is allowed; if Supplier notifies FHEG that it is unable to fulfill an Order, then FHEG may withdraw/cancel the order and provide a replacement. Supplier shall notify FHEG of the acceptance or rejection of each Order within two (2) business days of its receipt, which includes ability to meet shipping date as set forth in the Order. If Supplier fails to accept an Order within two (2) business days after the Order is received, the Order will be deemed accepted.

2.  Pricing/Payment. Subject to any applicable Supplier MAP guidelines provided in writing to FHEG, FHEG shall set prices at which it shall resale Products to its retail customers. FHEG does not guarantee any specific number of Orders, volume or level of business or revenue to Supplier. Supplier warrants that prices shown in this Agreement shall be complete, and no additional charges of any type shall be added without FHEG’s express written consent. Such additional charges include, but are not limited to shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating. All Prices are stated in US dollars. Product prices shall no less favorable to FHEG than the prices that are being and will be offered by Supplier to any of its other resellers who purchase similar Products. In the event Supplier offers lower pricing to other resellers or otherwise lowers its price on any Product, FHEG shall be entitled to such lower price (“Price Protection”) for products in FHEG’s inventory. Price Protection will be calculated at the lowest net price difference on applicable units after calculating all applicable discounts and credits allowed,and shall be issued in the form of a credit memo or refund if requested by FHEG to FHEG within thirty (30) days of request. The price charged for any Product may not be increased during the specific Term Sheet period. FHEG shall pay each undisputed invoice in full, net of any applicable offsets or credits owed to FHEG, no later than sixty (60) days from the date of the invoice at the address set forth in the invoice. Each delivery of Products shall be invoiced by store/venue, detailing products delivered by store/venue or other ship to location (which invoice is included with the shipment) and the invoice date shall be the date of shipment. Copies of aggregated invoices across all stores shall be sent to APSupplierInvoice@Follett.com. 

3. Perishables. The Supplier shall provide all perishable Products (“Perishable(s”)) with a minimum guaranteed shelf life of forty-five (45) days from the date of delivery to the applicable store/venue, as indicated on the product packaging. If any Perishable delivered does not meet this shelf-life requirement, the Buyer shall have the right to reject the Perishable(s) and request a replacement at no additional cost. Buyer agrees to an allowance for spoilage of five percent (5%) of the total delivered Perishable(s) per order. This allowance covers losses due to natural spoilage during shipping and storage under normal conditions. The allowance will be deducted from each final invoice. Spoilage beyond this allowance must be documented and agreed upon by both parties prior to deduction.

4. Inspection/Rejection/Return Authorization/Recall. All Products shall be subject to inspection by FHEG. If any Products are “DOA” or found to be defective, fails to meet minimum shelf-life requirements or otherwise not in conformity with the Order, in addition to any other rights it may have, FHEG shall have the right to reject and return such Products at Supplier’s expense. At FHEG’s request, Supplier promptly shall issue a return authorization (“RA”) to FHEG for non-conforming Products, and Products rejected, in excess of the amount ordered, or delivered in advance of the delivery schedule. All returns to Supplier are at Supplier’s expense. Supplier shall issue the applicable credit at the price paid by FHEG for Products returned under an RA within five (5) business days of receipt of the returned Products. Supplier will be responsible for any consequential damages resulting from defects in the Products received by FHEG. All Products shall be packaged and shipped in accordance with applicable laws (including those related to labelling requirements) as well as industry best practices designed to prevent damage or breakage to the Products during shipment. In the event of any voluntary or government authority mandated Product recall (“Recall”), Supplier shall be responsible for a) providing FHEG with prompt written notice of such Recall; b) FHEG’s reasonable and documented expenses associated with the Recall as well as any damages or claims arising therefrom including any notification to consumer requirements and refunds to be issued to FHEG’s purchasers of Products; c) any costs associated with safe and legal disposition of all recalled Products; and d) refunding FHEG for the invoice price of any amounts paid in respect of the recalled Products in FHEG’s inventory.

5. Supplier Rebates. The Supplier agrees to provide FHEG with a rebate if and as specified in an applicable Term Sheet (the “Rebate Eligible Products”). Supplier will make the rebate payment within thirty (30) days from verification of rebate eligible sales. To be eligible for the rebate, FHEG must meet the following criteria: a) only Products purchased during the Rebate Period, as defined below, are eligible for rebate; b) if provided by Supplier, FHEG must submit a completed rebate claim form; c) sll payments for the Rebate Eligible Products must be made in full within the terms specified in this Agreement; and, d) the rebate shall only be valid for purchases made from FHEG’s authorized distributors or direct from Supplier.

6. Marketing Coop Funds. If indicated on the Term Sheet, Supplier shall offer a marketing co-op program (the “Program”) to FHEG to support local marketing efforts. Co-op funds provided can be used by FHEG in its discretion or as otherwise mutually agreed to for the marketing activities (the “Eligible Activities”), such as print or on-line advertising, direct mail or social media campaigns, in-store promotions or events, website development related to the Products, etc. To claim reimbursement for Eligible Activities, Partner must submit a Claim (using Supplier provided claim form, if any) and include a) copies of invoices or receipts for the marketing expenses incurred; b) proof of performance of the marketing activity (e.g., tear sheets for print ads, screenshots for online ads, photos of in-store displays, etc. Reimbursement will be made within thirty (30) days of receipt and approval of all required documentation. Co-op funds will be tracked by the Supplier. Upon request, Supplier shall provide updated total of all Co-op funds then in FHEG’s account and available for Supplier to use.

7. Warranty. Supplier warrants all Products delivered hereunder a) shall be free from defects in workmanship, material, and manufacture; b) shall comply with the requirements of each Order; c) are provided with merchantable title, free from all liens and encumbrances; d) are of new quality and shall be fit and suitable for the purposes and conform to applicable minimum shelf-life requirements; and e) comply with all applicable laws and regulations, including laws related to packaging and distribution (including any dual language laws). Supplier is solely responsible for any costs/expenses to modify Products to ensure ongoing compliance with applicable laws and regulations during the Term. Supplier shall provide conspicuous “Consumer Limited Warranty” to FHEG’s retail purchaser of the Products consistent with commercial industry standards for similar products. If any Products delivered hereunder do not meet the warranties specified herein or otherwise applicable, FHEG may, at its option (i) require the Supplier to correct at no cost to FHEG any defective or nonconforming Products by repair or replacement; or (ii) return such defective or nonconforming Products at Supplier’s expense to the Supplier and recover from the Supplier the Order price thereof. The foregoing remedies are in addition to all other remedies at law or in equity or under this Agreement. All warranties shall run to the FHEG and to its customers (including Consumers).

8. Confidential Information. “Confidential Information” means non-public information disclosed by the disclosing party (“Discloser”) to the other Party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be. Each Party shall treat Discloser’s Confidential Information in confidence and not disclose such to any third party (except to its affiliates, and its financial, legal and accounting professional consultants) and such Confidential Information shall only be used as specifically required to perform its obligations hereunder or to confirm or assert its contractual rights and obligations hereunder and for no other purpose. The foregoing does not apply to information which was previously known to the Recipient free of any obligation to keep it confidential; is distributed to third parties by the disclosing Party without applicable restriction; is or becomes publicly available, by other than unauthorized disclosure by the Recipient; is wholly and independently developed by the Recipient without use of the other’s Confidential Information. Each Party agrees that it has no interest in or right to use the Confidential Information of the other Party. Each Party acknowledges that, for a period of three (3) years from the date of disclosure, it shall (a) maintain it in strict confidence, take all reasonable steps to prevent its disclosure to third parties except to the extent necessary to carry out the purposes of this Agreement and use at least the same degree of care as it uses in maintaining the secrecy of its own Confidential Information (but no less than a reasonable degree of care).

9. Assignment. Except to its affiliates and/or successors in interest, neither Party may not assign, delegate or transfer this Agreement or any of its rights, duties or obligations hereunder and this Agreement may not be involuntarily assigned or assigned by operation of law, without the prior written consent of the other Party, which consent may be granted or withheld in its sole discretion. Any attempted assignment without such consent shall be null and void.

10. Indemnification. Supplier shall fully defend, indemnify and hold harmless FHEG and its affiliates, customers, distributors, officers, directors, employees, contractors, successors, assigns, and agents (“FHEG Indemnitee(s)”) against any and all claims, damages, costs, expenses (including without limitation court costs and attorney fees), suits, losses, or liabilities of any type, under any theory of liability or recovery, (“Claim(s)”) arising from or related to (i) any death, injury, or property damage caused by the Products or the acts or omissions of Supplier (ii) any actual or asserted infringement or misappropriation of any Intellectual Property Rights arising from or related to any Product; (iii) Supplier’s misrepresentation or inaccurate marketing and sales materials of its Product(s) and/or; (v) Supplier’s non-compliance with confidentiality or compliance with laws. Supplier will not enter into any settlement order that affects any FHEG Indemnitee without FHEG’s prior written consent. Supplier agrees that its obligations as set forth in this Section will survive the fulfillment, termination, cancellation, or expiration of this Agreement. IN NO EVENT SHALL FHEG BE LIABLE FOR ANY CLAIMS, LOSSES OR DAMAGES IN EXCESS OF THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER OR FOR ANY CONSEQUENTIAL, PUNITIVE OR INCIDENTAL LOSSES, DAMAGES OR FINES. Supplier shall reimburse FHEG”s reasonable attorney fees and expenses incurred in relation to enforcing this Agreement.

11. Insurance.  Supplier shall maintain and keep in place throughout the Term and during any other period in which it performs Services, at its sole cost and expense, sufficient insurance policies to comply with all applicable laws and meet all obligations under this Agreement including, including but not limited to the following: (a) Commercial General Liability Insurance (including products/completed operations) with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate in the aggregate, including coverage for (I) bodily injury/property damage, (II) personal/advertising injury, and (III) products/completed operations liability (including without limitation contractual-liability coverage applicable to CardCash’s obligations hereunder); (b) Workers’ Compensation Insurance as required by law; (c)  Professional liability/errors & omissions insurance (“E&O”) Insurance with a limit of liability of at least $1,000,000/occurrence and in the aggregate.   All such policies shal be primary, non-contributory; and shall contain a waiver of subrogation against FHEG its officers, directors, agents, employees, and subsidiaries; in addition, it shall name the FHEG (except on the E&O) as an additional insured thereunder.  Supplier shall provide the other Party with certificates of insurance (“COI”) evidencing fulfillment of the foregoing requirements within thirty (30) days after the effective date of this Agreement and upon request including prior to the expiration or termination of such certificates during the Term.  Each COI shall provide for at least thirty (30) days’ prior notice of cancellation and/or non-renewal.

12. Miscellaneous. Both Parties will refrain from activities that: (a) are illegal, unethical; (b) might bring either Party into disrepute; or (c) might be a serious conflict of interest or give the appearance of impropriety. Both Parties will cooperate fully in any investigation of such matters. Supplier warrants that it will comply with FHEG’s Supplier Conduct Guidelines, available upon request. Supplier shall have no right to use FHEG’s trademarks, tradenames, service marks or similar without the prior written consent of FHEG. Any permitted use thereof shall be in compliance with FHEG’s brand use guidelines. Each Party will be deemed to be an independent contractor. Each Party shall comply with all applicable laws, regulations, statutes. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflicts provision and venue for any actions or suits filed in relation to this Agreement shall be brought in the state or federal courts in Cook County, Illinois or the Federal District Courts for the Norther District of Illinois. The United Nations Convention on Agreements for the International Sale of Products (CISG) does not apply to this Agreement. This Agreement, including any Orders, is the entire understanding between the Parties concerning the subject matter of this Agreement, and supersedes all prior discussions and agreements in connection with such subject matter. Terms and conditions stated on any Supplier quote, acknowledgement, invoice or other such document relating thereto, will not change, alter, or add to the terms of this Agreement and its Exhibits, and shall be deemed void and of no effect.