Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms. These Terms, together with the applicable invoice and any written quotation or order acknowledgment issued by Seller, constitute the entire agreement for the sale covered by the invoice. Any additional, different, or inconsistent terms in any purchase order, vendor portal, acknowledgment, or other Buyer document are rejected and will not apply unless expressly accepted in a writing signed by Seller. If a separate written agreement signed by both parties governs the sale, that agreement will control only to the extent of a direct conflict.

Seller may accept or reject any order in whole or in part. Seller may allocate available inventory among customers in its reasonable discretion. Product descriptions, pack configurations, and specifications are subject to Seller’s then-current standards and approved labeling. Seller may make partial shipments and invoice each shipment separately.

Unless otherwise agreed in writing, payment is due net sixty (60) days from the invoice date. Buyer shall pay all amounts in U.S. dollars without setoff, deduction, or counterclaim, except to the extent prohibited by law or expressly agreed by Seller in writing. Seller may adjust pricing for unshipped orders to reflect increases in freight, tariffs, duties, commodity or raw-material costs, regulatory costs, and similar cost increases; provided, however, that Seller will honor any binding written quotation issued by Seller in accordance with its stated validity period and terms. If Buyer fails to pay any amount when due, Seller may, in addition to any other remedies, suspend shipments, place Buyer on credit hold, require prepayment or other assurance of payment, or terminate pending orders. Past-due amounts will bear a late-payment charge at the lesser of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law. Buyer shall reimburse Seller for reasonable costs of collection, including reasonable attorneys’ fees and expenses, to the extent permitted by law. Seller may revise or withdraw credit at any time based on Buyer’s financial condition or payment history. To secure payment and performance of all obligations Buyer owes Seller, Buyer grants Seller a continuing security interest in all products sold by Seller to Buyer and all identifiable proceeds of those products until all amounts owed to Seller are paid in full. Buyer shall reasonably cooperate with Seller in perfecting and maintaining that security interest, and Buyer authorizes Seller to file appropriate UCC financing statements, amendments, and continuations describing the collateral without Buyer’s signature to the extent permitted by law.

Buyer is responsible for and shall pay or reimburse Seller for all sales, use, excise, value-added, gross receipts, environmental, regulatory, or similar taxes, fees, duties, or charges arising from the sale, shipment, delivery, or use of the products, excluding taxes based solely on Seller’s net income. Buyer shall provide valid exemption documentation if claiming any exemption.

Delivery dates are estimates only and are not guaranteed. Unless otherwise stated on the invoice, shipment terms are F.O.B. Seller’s shipping point. Title to, and risk of loss for, products pass to Buyer upon Seller’s delivery of the products to the carrier at the shipping point, regardless of whether Seller prepays freight or arranges transportation. Buyer is responsible for freight claims after risk of loss passes. Delays, shortages, or nonperformance caused by carriers or events beyond Seller’s reasonable control will not constitute breach by Seller. Buyer’s acceptance of a shipment waives any claim based on delay in delivery of that shipment, except for any right that cannot lawfully be waived.

Buyer shall inspect all products promptly upon receipt. Any claim for shortage, visible damage, nonconformity, or other defect reasonably discoverable on inspection must be made in writing within ten (10) days after delivery, and any latent defect claim must be made promptly after discovery and in any event within the warranty period. Failure to provide timely notice waives the claim to the fullest extent permitted by law. Products will be deemed accepted upon Buyer’s use, processing, alteration, relabeling or repackaging, or resale of the products, or Buyer’s failure to provide timely notice under this Section, without limiting any latent-defect right that cannot lawfully be waived. No return may be made without Seller’s prior written authorization. Seller may require return instructions, proof of lot or batch information, photos, samples, or other supporting information. Unauthorized returns may be refused. Credits, replacements, or refunds, if any, will be determined by Seller in its reasonable discretion.

Buyer shall store, handle, transport, market, and resell products in compliance with all applicable laws, regulations, industry guidance, labeling, and Seller instructions, including requirements relating to product safety, feed, animal health, advertising, traceability, shelf life, lot control, and adverse event reporting. Buyer shall maintain conditions that preserve product integrity, including appropriate sanitation, temperature, humidity, stock rotation, and segregation of damaged, expired, or recalled goods. Buyer shall maintain records sufficient to identify product lots, shipment dates, and downstream customers as reasonably necessary for traceability and recall purposes.

Buyer shall not, without Seller’s prior written consent: (i) resell products through any online marketplace or third-party marketplace platform, including Amazon or Walmart Marketplace; (ii) alter packaging, relabel, repackage, break down bundled or multi-unit packaging, remove lot codes or date codes, obscure warnings, or otherwise modify product presentation; (iii) make any claims, representations, warranties, regulatory statements, health claims, safety claims, efficacy claims, or marketing statements regarding the products other than those expressly authorized by Seller in writing; or (iv) sell products in any manner that could impair product integrity, traceability, legal compliance, or Seller’s brand reputation. Any sale or distribution in violation of this Section is unauthorized and constitutes a material breach.

Buyer shall promptly notify Seller of any product complaint, safety issue, contamination concern, regulatory inquiry, adverse event, suspected counterfeiting, or threatened or actual recall or market withdrawal involving the products. Seller shall control any recall, market withdrawal, safety communication, or related corrective action involving Seller-branded products, except to the extent otherwise required by law. Buyer shall fully cooperate with Seller, including by ceasing distribution, quarantining inventory, providing records, notifying customers as directed by Seller, and assisting with retrieval, destruction, or other corrective action.

If any sale involves private label products, customer-specific packaging, proprietary labels, custom components, or other materials unique to Buyer and not usable by Seller in its ordinary business (“Customer-Specific Components”), Buyer shall be responsible for Seller’s out-of-pocket costs for unused Customer-Specific Components and for finished goods containing such components that become unusable, excess, or commercially unnecessary as a result of Buyer’s cancellation, termination, forecast reduction, specification change, artwork change, or breach. Seller may invoice such amounts upon demand.

Seller warrants only that, at the time of delivery, the products will materially conform to Seller’s applicable written product specifications or labeling approved by Seller for the products sold. Buyer’s exclusive remedy for any breach of this warranty is, at Seller’s option, replacement of the nonconforming products or credit or refund of the purchase price paid for such products. This warranty does not apply to products that have been misused, altered, improperly stored or handled, relabeled, repackaged, combined with other materials, sold after expiration, or marketed with unauthorized claims.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

To the fullest extent permitted by law, Seller’s total liability arising out of or relating to any invoice, sale, or product shall not exceed the amount paid by Buyer for the specific products giving rise to the claim. Seller shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, recall costs, loss of goodwill, or business interruption, whether arising in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages. Notwithstanding any longer statutory period, Buyer must commence any claim or legal action arising out of or relating to any sale, invoice, products, breach, warranty, defect, deduction, chargeback, or post-audit claim within twenty-four (24) months after delivery of the applicable products or, if the claim does not concern delivered products, within twenty-four (24) months after the claim accrues. This contractual limitations period applies to the fullest extent permitted by law and does not waive or limit any right or remedy that cannot lawfully be waived or limited.

Buyer shall defend, indemnify, and hold harmless Seller and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s storage, handling, transport, marketing, resale, or use of the products after delivery; (b) Buyer’s breach of these Terms; (c) Buyer’s unauthorized claims, relabeling, repackaging, or product modifications; (d) Buyer’s sale through prohibited channels; or (e) Buyer’s violation of applicable law.

Seller shall not be liable for any delay, shortage, or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, disease outbreak, war, terrorism, labor dispute, transportation interruption, supply shortage, raw material unavailability, utility failure, equipment breakdown, governmental action, or regulatory restriction. During any such event, Seller may suspend performance, allocate inventory, or cancel affected orders without liability.

Buyer may not assign, transfer, or delegate any rights or obligations relating to any sale without Seller’s prior written consent. Any attempted assignment in violation of this Section is void.

These Terms and any dispute arising out of or relating to any sale by Seller shall be governed by the laws of the State of Missouri, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any sale by Seller. Buyer and Seller submit to the exclusive jurisdiction of the state and federal courts located in Missouri, and each party waives any objection based on inconvenient forum to the fullest extent permitted by law.

These Terms, together with the applicable invoice and any Seller-issued written quote or acknowledgment, are the complete and exclusive agreement for the sale covered by the invoice. No course of dealing, course of performance, trade usage, portal requirement, or purchase order term will modify these Terms. Any amendment or waiver must be in a writing signed by Seller. If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.