Terms & Conditions | Riverside Natural Foods

Riverside Natural Foods Supplier Terms and Conditions

These Riverside Natural Foods Supplier Terms and Conditions (the “Supplier Terms”) shall apply to all contracts for the procurement and supply of Products by the Supplier to Riverside Natural Foods Ltd. (“Riverside”), where the contract has arisen from a Purchase Order issued by Riverside and accepted by the Supplier all as set out at
Section 4 of these Supplier Terms.

Riverside and the Supplier shall collectively be referred to as the “Parties” and “Party” shall refer to any one of them.

Riverside reserves the right to amend, revise, or modify these Supplier Terms at any time. All changes will be posted on https://www.riversidenaturalfoods.com/terms-conditions and, in such event, Riverside will update the “Last Updated” date above. Please be sure to review any changes made to this Agreement by occasionally
checking this page for updates. Supplier’s continued supply of Products to Riverside will constitute the Supplier’s agreement to such updated Agreement.

ARTICLE 1 - DEFINITIONS

"Business Day" means any day except Saturday, Sunday and any other day on which commercial banks located in Toronto, Ontario are authorized or required by Law to be closed for business.

"Consumer" means the final purchaser that has acquired a Product from Riverside for his or her own personal, family or household purposes and not for business purposes, resale, remarketing or distribution.

"Defective" means not conforming to the Warranty set out in Section 3.3.

"Defective Goods" means Products that are Defective, which for the avoidance of doubt, includes any Non-conforming Goods accepted by Riverside under Section 5.4.

"Delivery Point" means the street address specified in the applicable Purchase Order.

"Governmental Authority" means any federal, provincial, territorial, local government, or any agency or instrumentality of the government, or any self-regulated organization or other non- governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of this organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

"HST" means harmonized sales tax, or goods and services tax, imposed under Part IX of the Excise Tax Act (Canada) (or any provincial or territorial legislation imposing sales tax, harmonized sales tax or goods and services taxes.

"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) industrial designs and industrial design registrations; and (f) trade secrets; and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing.

"Law" means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any Governmental Authority.

"Non-Conforming Goods" means any product received by Riverside from Supplier under a Purchase Order that: (a) is not the ordered Product; (b) does not conform to the SKU listed in the applicable Purchase Order; (c) on visual inspection, Riverside reasonably determines is otherwise Defective; or (d) is less than the quantity of Products requested in the particular Purchase Order.

"Person" means any individual, partnership, corporation, trust, unlimited liability company, unincorporated organization, association, Governmental Authority or any other entity.

"Personnel" means agents, employees or subcontractors engaged or appointed by Supplier or Riverside.

"Products" means those products manufactured by Supplier that areidentified in the applicable PurchaseOrder , as may be amended by the Parties from time to time. For the purposes of article 5, Products are deemed to include Non-Conforming Goods.

"Purchase Order" means the form of purchase order mutually agreed upon by the Parties for use by Riverside tosubmit orders of Products to Supplier , and which conforms to the specifications set out at Section 4.1.

"Representatives" means a Party's affiliates, employees, officers, directors, partners, shareholders, agents, counsel, third-party advisors, successors and permitted assigns.

"Taxes" means any commodity tax, including sales, use, value-added, HST, consumption or other similar tax, including penalties or interest, imposed, levied or assessed by any Governmental Authority.

"Warranty" has the meaning set out in Section 3.3.

ARTICLE 2 - AGREEMENT

2.1 The agreement between the Parties comprises of (a) the Riverside Supply Agreement, (b) these Supplier Terms (c) the provisions of any Purchase Order, and (d) any Non-Disclosure Agreement currently in place between the Parties (collectively, the “Agreement”).

2.2 No undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement and/or any Purchase Order shall be binding on either of the Parties.

2.3 In the event of a conflict between these Supplier Terms, Riverside Supply Agreement, and any information or additional terms set out in the Purchase Order, the order of precedence shall apply:

(a) Non-Disclosure Agreement

(b) Purchase Order;

(b) Riverside Supply Agreement;

ARTICLE 3 - GENERAL OBLIGATIONS

3.1 Manufacture and Sale of Products. Supplier shall, at its own expense, comply with all applicable Laws with jurisdiction over Supplier or the Products, including in connection with the manufacture, import, export, packaging, labelling, storage, advertising, and sale of the Products, including for greater certainty, the Safe Food for Canadians Act (Canada) and the Food and Drugs Act (Canada). Riverside shall be solely responsible for ensuring that the Products can be sold and consumed in Canada and for complying with any related obligations, including any recall obligations.

3.2 Representations and Warranties of Supplier. Supplier represents and warrants to Riverside that:

(a) it has full right, title and interest in the Products and Riverside shall receive the Products free and clear of any encumbrances.

(b) it is duly authorized to enter into this Agreement and to sell the Products to Riverside.

(c) It holds all registrations, permits, licenses, authorizations, and certifications required by applicable Law and industry standard to carry on its business and to manufacture and sell the Products.

(d) its Personnel are competent, trained, and have the skills and knowledge required to carry on Supplier's business and to manufacture and sell the Products.

(e) its establishments where the Products are manufactured meet food grade requirements, are in a clean and sanitary condition, free of pests, and otherwise comply with applicable Law and industry standards as well as agreed upon Riverside quality standards.

(f) if its establishments are in Canada, such establishments are licensed under, and in compliance with, the Safe Food for Canadians Act and its regulations.

(g) It holds the necessary certifications and authorizations as required by Riverside Natural Foods and as notified to the Supplier from time to time.

(h) the Products meet the specifications and/or formulations provided by Riverside and those set out under applicable Law.

(i) the Products do not infringe upon the Intellectual Property Rights of any third party; and

(j) it is not bankrupt or insolvent.

Supplier shall cause the foregoing representations and warranties to remain true and accurate during the Term and shall promptly notify Riverside if it appears that any representation and warranty may become untrue, inaccurate, deceptive or misleading.

Product Warranty. Supplier hereby represents, warrants, and covenants that the Products shall be free from all defects (including the failure to meet any Product specifications, formulations or applicable Law requirements, [the inclusion of undeclared allergens, a making food-related claims that are misleading, inaccurate or untrue]), merchantable, non- infringing and fit for their intended purpose, including being free from contamination [and fit for human consumption)1 (the "Warranty").

ARTICLE 4 - ORDER PROCESS

4.1 Purchase Order.

Riverside shall issue all Purchase Orders in written form by electronic correspondence to Supplier at such email address indicated by Supplier for such purpose. By placing a Purchase Order, Riverside makes an offer to purchase Products under these Supplier Terms. Riverside shall specify the following information in each Purchase Order:

(a) a Purchaser Order number, generated by Riverside;

(b) a list of Products to be purchased;

(d) Product price (“Price”);

(e) requested delivery date;

(f) Delivery Point; and

(g) Incoterms and conditions

4.2 Accept or Reject Purchase Orders.

Supplier must accept each Purchase Order for such Purchase Order to be binding. Suppliers may accept any Purchase Order by confirming the order in writing.

4.3 Cancellation of Purchase Orders.

(a) Supplier may not under any circumstances cancel any Purchase Order placed by Riverside once accepted by Supplier, in whole or in part, unless Supplier has discontinued its sale of the applicable Products.

(b) Riverside may postpone or amend any Purchase Order submitted by it as demand needs change. This will be communicated regularly (via weekly/monthly) meetings.

4.4 Forecasts. Riverside shall provide Supplier with a reasonable forecast of Riverside's intended purchases of Products as frequently as needed. The forecast shall act as an estimate only, and Riverside shall not be liable under any circumstances if such forecast is not met. The forecast shall not be a substitute for or amend the sales quotas or minimum volume commitments agreed separately between the parties, if any.

ARTICLE 5 - SHIPMENT AND DELIVERY

5.1 Shipment. All Purchase Orders will have INCO terms clearly listed and agreed upon between both parties. In the event a shipment needs to be expedited, the same will be communicated by Riverside over scheduled calls and in writing.

5.2 Delivery. Unless expressly agreed to by the Parties, Supplier shall deliver the Products to the agreed Delivery Point. Supplier shall ensure that the Products are properly and securely packaged to enable them to withstand the usual rigors of transportation and arrive at the Delivery Point in good order and condition.

5.3 Late Delivery. The Parties recognize that time is of the essence in the Supplier’s fulfilment of a Purchase Order. Supplier shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. Supplier shall be liable for any loss or damage arising from any delay in filling in any order, failure to deliver or delay in delivery.

5.4 Inspection. Riverside shall visually inspect Products received under a Purchase Order within 21 days of receipt of the Products (the "Inspection Period") and either accept or, if any Products are Non-Conforming Goods, reject these Products. Riverside will be deemed to have accepted the Products unless it notifies Supplier in writing of any Non- Conforming Goods during the Inspection Period and furnishes photographic evidence, laboratory testing results, or other documentation as evidence that such Products are Non- Conforming Goods. Notwithstanding the foregoing, if Riverside determines that any Products are Non- Conforming Goods after the expiration of the Inspection Period due to the Defects in such Products not being visible on the outside of their packaging when originally inspected during the Inspection Period, such Products shall be deemed Non-Conforming Goods for the purposes of this Agreement.

(a) If Riverside timely notifies Supplier of any Non-Conforming Goods and Supplier determines, acting reasonably, that the Products are Non-Conforming Goods, Riverside shall be entitled to deduct the Price of the Non-Conforming Goods from any amounts then-owed to Supplier, or upon request by Riverside, Supplier shall:

(i) replace the Non-Conforming Goods with conforming Products, or

(ii) refund the Price for the Non-Conforming Goods.

(b) If Supplier requests that Riverside destroy the Non-Conforming Product this shall be completed at Supplier's expense. If the Supplier requests that the Non- Conforming Product not be disposed of, the Supplier is then responsible to arrange pick up of said material within 72 hours. If Riverside exercises its option to have the Non-Conforming Goods replaced, Supplier shall ship to Riverside, at Supplier's expense, the replaced Products to the Delivery Point.

(c) Riverside shall be held liable if after investigation, damages to the Non- Conforming Goods are determined to have been caused during transportation, inadequate internal mobilizations, or inadequate storage conditions after delivery to the Delivery Point.

5.5 Title and Risk of Loss.

(a) Title to Products shipped under any Purchase Order passes to Riverside on Supplier's delivery of such Products to Riverside at the Delivery Point.

5.6 Recalls.

Supplier shall immediately notify Riverside in writing if any Products are the subject of a voluntary or Governmental Authority-ordered recall. Riverside shall provide commercially reasonable efforts to implement such recall requirements upon reasonable request of Supplier, and at Supplier's sole cost and expense unless such recall was solely caused by acts or omissions of Riverside.

ARTICLE 6 - PRICE AND PAYMENT

6.1 Price. Supplier shall sell the Products to Riverside at the Prices listed in the applicable Purchase Order.

6.2 Taxes. The Prices are exclusive of all applicable Taxes (including but not limited to HST and provincial sales tax as applicable). Each Party will be responsible for the payment of and will pay any applicable taxes, duties and levies levied on that Party from time to time in relation to a Purchase Order.

6.3 Payment Terms. Supplier shall issue an invoice to Riverside within three days of receipt of such Products by Riverside. Riverside shall pay all invoiced amounts due to Supplier within 60 days from the date of the Bill of Lading, except for any amounts disputed by Riverside in good faith unless the Parties have agreed mutually agreed otherwise in writing.

6.4 Invoice Disputes. Riverside shall promptly notify Supplier in writing of any dispute with any invoice (along with substantiating documentation). The Parties shall seek to resolve all disputes expeditiously and in good faith. Notwithstanding anything to the contrary, the Parties shall continue performing their obligations under the Agreement during any dispute, including Riverside's obligation to pay all due and undisputed invoice amounts in accordance with this Agreement and Supplier's obligation to deliver Products pursuant to accepted Purchase Orders.

6.5 Set-Off. Riverside may set-off, deduct, recoup or withhold any amounts owed or payable to Supplier, against any amounts owed to Riverside by Supplier, whether under this Agreement, applicable Law or otherwise.

ARTICLE 7 - TERM

7.1 Term. The Agreement shall apply at all times during which there is an active Purchase Order between Riverside and the Supplier (“Term”).

ARTICLE 8 - CONFIDENTIALITY

8.1 Confidential Information. Subject to any other confidentiality or non-disclosure agreement in place between the parties, all non-public, confidential, or proprietary information of the each Party, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one Party to the other, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by the disclosing party in writing. Upon disclosing Party's request, receiving Party shall promptly return all documents and other materials received from disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Article 8. This Article 8 shall not apply to information that is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; or (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party.

ARTICLE 9 - INSURANCE

9.1 Insurance. Each Party shall obtain and maintain, at their own cost and expense, policies of insurance to cover the performance of their obligations under this Agreement as required by applicable Law and industry standards. Without limiting the foregoing, Supplier shall obtain and maintain, at its sole cost and expense, the following policies of insurance:

(a) commercial general liability insurance with minimum coverage limits in respect of any one occurrence or series of occurrences of not less than CAD $5,000,000.

(b) product liability insurance with minimum coverage limits in respect of any one occurrence or series of occurrences of not less than CAD $2,000,000.

(c) insurance against third party risks including injury to persons and/or property damage in respect of any one occurrence or series of occurrences of not less than CAD $2,000,000; and

(d) business interruption insurance in respect of any one occurrence or series of occurrences of not less than CAD $2,000,000.

9.2 Certificates. Supplier shall add Riverside as a certificate holder on such policies, entitled to notice of change, modification, cancellation, expiry, termination and revocation of such policies. Supplier shall add Riverside as additional insured or loss payee, as applicable, to such policies of insurance. The Parties agree that such policies of insurance shall not act in any manner as a limitation on the liability of such Party under an Agreement.

ARTICLE 10 - INDEMNIFICATION

10.1 Riverside Indemnification. Riverside shall indemnify, hold harmless, and defend Supplier and its officers, directors, shareholders, employees, agents, affiliates, successors and permitted assigns (collectively, "Supplier Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, disbursements (collectively, the "Losses"), incurred by any Supplier Party, including by way of a third party claim, arising out of or relating to: (i) breach of Riverside's obligations under this Agreement by Riverside, its employees, agents or contractors; (ii) a misrepresentation made under this Agreement by Riverside; (iii) any negligent or willful act or omission of Riverside, its employees, agents or contractors, including breach of applicable Law, to the extent that such Losses are caused by or contributed to by any Supplier Party.

10.2 Supplier Indemnification. Supplier shall indemnify, hold harmless, and defend Riverside and its officers, directors, shareholders, employees, agents, affiliates, Consumers, successors and permitted assigns (collectively, "Riverside Parties") against any and all Losses incurred by any Riverside Party, including by way of a third party claim, arising out of or relating to: (i) breach of Supplier's obligations under this Agreement by Supplier, its employees, agents or contractors; (ii) a misrepresentation made under this Agreement by Supplier; (iii) any negligent or willful act or omission of Supplier, its employees, agents or contractors, including breach of applicable Law, except to the extent that such Losses are caused by or contributed to by any Riverside Party.

10.3 No Liability for Consequential or Indirect Damages. In no event shall either Party be liable for consequential, indirect, incidental, special, exemplary, punitive or aggravated damages, lost profits or revenues or diminution in value, regardless of: (a) whether the damages were foreseeable; (b) whether or not the other Party was advised of the possibility of the damages and (c) the legal or equitable theory (contract, tort or otherwise) on which the claim is based.

ARTICLE 11 - MISCELLANEOUS

11.1 Further Assurances. The Parties shall execute and deliver all such further documents and instruments, and take all such further acts, reasonably necessary to give full effect to this Agreement, upon request of the other Party.

11.2 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, conditions and warranties, both written and oral, regarding such subject matter.

11.3 Notices. All notices, requests, consents, claims, demands, and waivers under this Agreement (each a "Notice") must be in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this Section 11.3):

11.4 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. Except as otherwise expressly provided in a Purchase Order, all dollar amounts referred to in an Agreement are stated in Canadian currency.

11.5 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of the Agreement.

11.6 Severability. If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

11.7 Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.

11.8 Waiver. No waiver under the Agreement is effective unless it is in writing and signed by an authorized Representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from the Agreement:

(i) any failure or delay in exercising any right, remedy, power or privilege, or in enforcing any condition under an Agreement;

11.9 Assignment. Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party.

11.10 Successors and Assigns. This Agreement is binding on and enure to the benefit of the Parties and their respective permitted successors and permitted assigns.

11.11 Choice of Law. This Agreement is governed by the Laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes relating to the Agreement shall be heard by the Courts of the Province of Ontario sitting in the City of Toronto.

11.12 Language. The parties declare that they have requested, and do hereby confirm their request, that the present document and related documents be in English.

Article 12 - Food Safety Quality & Assurance Statements

12.1 Regulatory and Food Safety Standard Compliance

The Supplier shall ensure that all Products meet all applicable food safety and food law requirements in any country where products are manufactured, stored or supplied to Riverside Natural Foods.

12.2 Certification Requirements

The Supplier shall maintain valid certification to a GFSI recognized food safety standard such as BRCGS, SQF, FSSC 22000 and provide current certificates upon request.

All claim related certifications such as organic, non-GMO, kosher, vegan, shall remain in good standing. Any change to certification status or certification body shall be communicated promptly to Riverside Natural Foods’ Supplier Development Team.

12.3 Supplier Verification and Assessment

Riverside Natural Foods reserves the right to visit or audit the Supplier’s facilities, processes and documentation related to food safety and quality. The Supplier shall cooperate and make relevant records, sites and personnel available for the visit or audit.

12.4 Product Specifications and Food Safety Program

All materials including ingredients and packaging materials must meet the specifications communicated by Riverside to the Supplier from time to time (when applicable). The Supplier shall implement and maintain effective food safety and quality management programs, including traceability, allergen controls, and foreign material prevention.

The Supplier must notify Riverside’s Procurement and FSQA teams in writing and in advance of any changes to ingredient or material specifications, formulations, processes, manufacturing or packaging locations, or significant changes to the food safety plan.

12.5 Non-Conformance and Corrective Action

In the event of a major or critical non-conformance or food safety incident identified by Riverside Natural Foods, the Supplier shall provide a preliminary investigation result within 24 hours. A full root cause analysis and corrective action plan shall be submitted within 15 business days.

12.6 Recall and Crisis Management

The Supplier shall maintain a written recall and crisis management program and conduct testing at least annually. If any supplied materials, including raw materials or packaging, are involved in a recall or withdrawal, the Supplier shall notify Riverside's Supplier Development Team and Procurement Team on the same business day. If the Supplier is unsure of the appropriate Riverside contact, they must immediately contact their usual Riverside representative to ensure the notification is directed to the appropriate team without delay.