STANDARD TERMS AND CONDITIONS OF SALE

Roshen USA, LLC

These Standard Terms and Conditions of Sale (“Terms”) apply to all sales of products by Roshen USA, LLC (“Roshen USA,” “Seller,” “we,” “us,” or “our”) to its customers (“Customer,” “Buyer,” or “you”).

By placing an order with Roshen USA, accepting an order confirmation, accepting delivery or pickup of merchandise, or otherwise purchasing products from Roshen USA, Customer agrees to these Terms, together with any separately agreed account-specific terms.

1. Orders and Acceptance

All orders are subject to acceptance by Roshen USA and product availability.

Roshen USA reserves the right to reject, limit, cancel, or modify an order before fulfillment due to product availability, discontinuation, pricing or listing errors, account status, credit concerns, minimum-order requirements, or other legitimate business reasons.

Submission of an order does not guarantee product availability or acceptance.

2. Products and Availability

Product availability may change without notice. Roshen USA does not guarantee continuous availability of any particular product, flavor, size, package, case configuration, or quantity.

Manufacturers may change product packaging, labeling, ingredients, formulations, case configurations, dimensions, or appearance without prior notice.

Roshen USA will make reasonable efforts to maintain accurate product information but does not guarantee that website photographs or descriptions will always reflect the most current manufacturer packaging.

3. Pricing

Products will be invoiced at the prices applicable to the Customer's account and order at the time the order is accepted, unless otherwise agreed in writing.

Pricing, discounts, promotions, and other commercial arrangements may vary by Customer.

Roshen USA reserves the right to correct obvious typographical, clerical, product-description, or pricing errors before fulfillment.

Applicable delivery, freight, handling, or other separately agreed charges may be added where applicable.

4. Payment Terms and Credit

Payment terms are established individually for each Customer account and may vary based on the commercial arrangement between Roshen USA and the Customer.

Customer agrees to pay all invoices in accordance with the payment terms stated on the applicable invoice or otherwise agreed with Roshen USA.

Roshen USA reserves the right to establish, modify, suspend, or withdraw credit terms and credit limits based on account status, payment history, or other reasonable credit considerations.

Past-due accounts may be placed on credit hold, and additional orders or deliveries may be suspended until outstanding amounts are resolved.

Customer may not withhold or deduct amounts from an invoice for claims, shortages, damages, returns, promotions, or other adjustments unless authorized by Roshen USA.

5. Delivery and Customer Pickup

The method of fulfillment is determined according to the arrangement applicable to each Customer and order.

Orders may be delivered by Roshen USA or made available for Customer pickup, as agreed between the parties.

Delivery dates and times are estimates unless Roshen USA expressly agrees otherwise. Customer is responsible for ensuring that an authorized person is available to receive merchandise when delivery has been arranged.

For Customer pickups, Customer is responsible for collecting the order at the agreed location and time and for providing suitable transportation for the products.

Customer is responsible for the proper transportation, protection, handling, and storage of merchandise after Customer takes possession.

6. Inspection of Merchandise

Customers must inspect merchandise promptly upon receipt or pickup.

Customer should verify quantities, product identity, case condition, and visible product condition as soon as reasonably possible.

Any apparent shortage, damage, incorrect merchandise, or other discrepancy should be documented promptly.

7. ALL SALES ARE FINAL

ALL SALES ARE FINAL.

No returns or exchanges will be accepted unless specifically authorized by Roshen USA, LLC.

Authorization of a return does not automatically entitle Customer to a refund or credit. Unauthorized returns may be refused.

8. Claims — 48-Hour Notice

Claims involving damaged, missing, or incorrect merchandise must be reported to Roshen USA within forty-eight (48) hours of receipt or pickup.

Customers are responsible for inspecting all merchandise promptly upon receipt.

A claim should include, when applicable, the invoice or order number, product/SKU, affected quantity, lot number, description of the issue, and photographs sufficient to document the claim.

Customer should retain the affected merchandise, original cases, packaging, and labels until Roshen USA provides instructions.

Roshen USA may request additional information reasonably necessary to investigate a claim.

Claims submitted after the 48-hour reporting period may be denied, except where applicable law requires otherwise.

If Roshen USA determines that a claim is valid, Roshen USA may, at its discretion and as appropriate under the circumstances, issue a credit, provide replacement merchandise, or otherwise resolve the claim with the Customer.

9. Food Products, Storage and Handling

Roshen USA distributes confectionery and other food products that require appropriate transportation, storage, handling, inventory rotation, and environmental conditions.

After Customer takes possession of merchandise, Customer is responsible for maintaining appropriate storage and handling conditions and complying with manufacturer instructions and applicable food-safety requirements.

This includes protecting merchandise, as applicable, from excessive heat, cold, moisture, sunlight, contamination, pests, physical damage, and other conditions capable of affecting product quality or safety.

Roshen USA is not responsible for deterioration or damage caused by improper transportation, storage, handling, display, or environmental conditions after Customer takes possession, except to the extent attributable to Roshen USA.

10. Product Dates and Inventory Rotation

Products may display manufacturer-established expiration dates, best-before dates, production dates, or other date coding.

Customers are responsible for reviewing product dates upon receipt and maintaining appropriate inventory rotation practices, including first-expiring, first-out practices where appropriate.

Customers must not alter, obscure, remove, or replace manufacturer lot numbers, date codes, expiration dates, best-before dates, or other traceability information except as permitted by applicable law.

11. Product Information, Ingredients and Allergens

Product ingredients, formulations, nutritional information, allergen statements, certifications, packaging, and labeling are established by the applicable manufacturer and may change.

The current physical product label and packaging should be treated as the controlling source of product ingredient, allergen, nutrition, and preparation information.

Customers should not rely solely on website descriptions, photographs, catalogs, or previously purchased packaging when ingredient or allergen information is important.

Customer is responsible for communicating required product information to its own customers and complying with laws applicable to its resale activities.

12. Recalls, Withdrawals and Food-Safety Matters

If Roshen USA notifies Customer that merchandise is subject to a recall, market withdrawal, food-safety investigation, sale restriction, or similar action, Customer must promptly follow the instructions provided by Roshen USA.

This may include identifying affected products by SKU and lot number, stopping sale or distribution, segregating affected merchandise, providing inventory or distribution information, and returning or disposing of merchandise as instructed.

Customer agrees to reasonably cooperate with Roshen USA in product traceability and recall-related matters.

13. Resale and Customer Compliance

Customer is responsible for complying with applicable laws and regulations governing its business and the storage, handling, advertising, sale, and resale of products purchased from Roshen USA.

Customer may not materially alter, adulterate, misrepresent, improperly relabel, or improperly repackage products purchased from Roshen USA.

Roshen USA is not responsible for claims arising from Customer's improper storage, transportation, handling, alteration, relabeling, repackaging, marketing, or resale of merchandise.

14. Events Beyond Reasonable Control

Roshen USA will not be responsible for delays, shortages, or failure to perform caused by circumstances reasonably beyond its control, including severe weather, natural disasters, transportation interruptions, labor disruptions, manufacturer or supplier shortages, import or customs delays, governmental actions, power or system failures, or similar circumstances.

Such circumstances do not relieve Customer of its obligation to pay for merchandise already delivered or picked up.

15. Account-Specific Agreements

Roshen USA may establish individual pricing, payment, credit, delivery, pickup, promotional, or other commercial terms with individual Customers.

Where Roshen USA and Customer have expressly agreed to account-specific terms that conflict with these Standard Terms, the specifically agreed account terms will control with respect to that subject matter.

All other provisions of these Standard Terms remain in effect.

16. Customer Purchase Orders

Terms contained in a Customer's purchase order, vendor portal, acknowledgment, or other Customer-generated document do not modify these Terms merely because Roshen USA accepts or fulfills an order.

Any material modification must be expressly agreed to by Roshen USA.

17. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

18. Changes to These Terms

Roshen USA may revise these Terms from time to time.

Unless otherwise required by law or expressly agreed, revisions will apply prospectively to orders placed after the revised Terms become effective.

19. Contact

Questions regarding orders, deliveries, claims, or these Terms should be directed to: