Folic Acid Terms and Conditions

PLEASE READ CAREFULLY:

The following key changes have been made to our Terms and Conditions:

(1) Legislation Compliance. We have added specific terms to ensure compliance with recent legislation affecting our business relationship and (2) Indemnification Agreement: We have updated our indemnification provisions to clarify the responsibilities of each party. These Terms and Conditions are incorporated by reference into all invoices issued by us on or after January 1, 2026. By failing to return or object to the order provided in the attached Sales Order within five (5) calendar days of receipt, you acknowledge that you have read and agree to be bound by these updated Terms and Conditions.

California Distribution: On January 1, 2026, California Health & Safety Code § 110531 became effective requiring that all grocery stores offer at least one Stock Keeping Unit (“SKU”) of fortified corn masa flour. Buyer hereby agrees to verify that every grocery store that buys Seller’s corn masa flour from Buyer, will have one SKU of corn masa flour fortified with 0.7mg/lb of folic acid.

Alabama Distribution: On June 1, 2026, Alabama Code § 20-1-79 became effective requiring that all grocery stores offer at least one Stock Keeping Unit (“SKU”) of fortified corn masa flour. Buyer hereby agrees to verify that every grocery store that buys Seller’s corn masa flour from Buyer, will have one SKU of corn masa flour fortified with 0.7mg/lb of folic acid.

Indemnification: Buyer shall defend, indemnify, and hold harmless Seller, its officers, directors, employees, agents, and assigns from and against all claims, losses, damages, suits, expenses (including reasonable attorneys’ fees), costs, penalties, fines, assessments, citations, directives, regulatory actions, civil lawsuits, litigation, demands, judgments, and liabilities of any kind or nature whatsoever arising out of or related to Distributor’s failure to ensure that the corn masa flour SKU is fortified with 0.7mg/lb of folic acid as required under California Health & Safety Code § 110531 or Alabama Code § 20-1-79, as applicable. Seller shall provide Buyer with prompt written notice of any claim and shall give Buyer control of the defense and settlement of such claim; provided, however, that Buyer shall not settle any claim without Seller’s prior written consent if such settlement would impose any monetary or non-monetary obligation on Seller. Seller shall reasonably cooperate with Buyer in the defense of any claim at Buyer’s expense.