Sentrick Foods Wholesale Marketplace — Supplier Agreement

By creating a supplier account, submitting an application, electronically accepting this Agreement, or using supplier services after this Agreement is made available, Supplier agrees to its terms, to the extent permitted by applicable law. The individual accepting this Agreement represents that they are authorized to bind Supplier.

Sentrick may retain an electronic record of acceptance, including the accepted version identifier, account identity, and the date and time of acceptance, as evidence of the agreement.

Sentrick operates an online wholesale marketplace that enables suppliers and buyers to present products, communicate, request quotations, and conduct transactions. Unless Sentrick expressly agrees otherwise in a separate written agreement:

1. Supplier is the seller of its products, and the buyer is the purchaser.
2. Sentrick does not own, manufacture, hold, transport, insure, import, export, or distribute products solely because they are displayed on the Platform.
3. A product sale is a contract between Supplier and the buyer.
4. Sentrick is not Supplier’s agent and has no authority to sign or accept orders on Supplier’s behalf.
5. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship.
6. Sentrick does not guarantee a minimum number of buyers, sales, orders, revenue, or completed transactions.

Nothing in this section limits responsibilities that applicable law imposes on a party based on its actual role.

Supplier must provide accurate, complete, genuine, and current corporate, facility, product, regulatory, food-safety, insurance, origin, labeling, logistics, warranty, recall, and contact records requested for each approved product and market, and must keep them current. Upon request, Supplier shall provide:

• A valid certificate of incorporation, business registration, or equivalent official document.
• Its legal name, registered address, authorized representative, and relevant ownership or control information.
• Applicable manufacturing, food-handling, distribution, and export licenses.
• Accurate business and payment information through approved channels.
• Product specifications, traceability records, test reports, certifications, and other documents relevant to the products and intended markets.

Sentrick may verify information, request additional documentation, or reject, suspend, or restrict an account for reasonable grounds, including incomplete verification, inaccurate information, suspected fraud, or legal risk. Qualification, registration, or listing is not an endorsement, certification, or guarantee of Supplier’s identity or of the quality, safety, legality, or suitability of its products. Supplier must promptly notify Sentrick of any material change to its registration, licenses, ownership, payment details, or product eligibility.

Supplier is responsible for safeguarding its account credentials and controlling access by its employees and authorized representatives. Supplier must promptly notify Sentrick of any suspected unauthorized access, compromise, or misuse. Supplier may not transfer its account or permit another business to use it without Sentrick’s prior written consent.

Supplier is responsible for ensuring that each listing is accurate, complete, not misleading, and applicable to the product, batch, and destination market where relevant. Product information must include, as applicable:

1. Product name, brand, manufacturer, and country of origin.
2. Ingredients, allergens, nutritional information, and required labeling.
3. Package size, weight, volume, and number of units.
4. Production date, expiration date, and minimum remaining shelf life at delivery.
5. Storage, handling, transport, and temperature requirements.
6. Specifications, laboratory reports, valid certifications, and applicable permits.
7. Wholesale prices, currency, quotation validity, and minimum order quantity, if any.
8. Availability, expected lead time, shipping terms, and permitted destination markets.

Supplier shall promptly update any material change and shall not present an expired certificate, or a document relating to a different product, factory, or batch, as though it applies to the listed product. Sentrick may request supporting evidence and may suspend, remove, or restrict a listing where it reasonably believes the listing is inaccurate, misleading, unsafe, or unlawful.

The supplier represents and warrants, on a continuing basis, that: it is a validly existing business with authority to sell; its products are lawful and not adulterated or misbranded; labels, allergen declarations, and country-of-origin claims are accurate; certifications are genuine and current; images and content are owned by it or properly licensed; there are no undisclosed recalls, safety holds, or enforcement actions; and it will not change product formulation, ingredients, factory, packaging, label, claims, certifications, storage requirements, or shelf life without prior written disclosure and renewed approval. Breach of these warranties is a material breach.

Supplier represents that its products will be manufactured, labeled, packaged, stored, handled, and transported in accordance with applicable laws and the accepted transaction terms. Supplier is responsible for providing the records and documentation applicable to its role, products, origin, and destination, including, where required:

• Batch and lot identification.
• Traceability and recall information.
• Certificates of analysis and test results.
• Applicable food-safety certifications and FDA facility information.
• Allergen compliance, temperature/storage rules, and shelf life.
• Certificates of origin and export documentation.
• Product specifications and labeling information.

For U.S. imports, the parties must identify the party responsible for importation, customs entry, and the Foreign Supplier Verification Program (“FSVP”) where applicable, based on applicable law and each party’s actual role. Sentrick does not become the FSVP Importer, Importer of Record, or U.S. Agent merely because a product appears on the Platform. Supplier may not name or designate Sentrick as importer, importer of record, FSVP importer, consignee, legal representative, or U.S. agent without Sentrick’s express prior written consent and a legally valid basis for doing so.

Supplier must maintain insurance appropriate to its products and risk, including commercial general liability and product liability and, where required, product-recall coverage. Minimum insurance requirements may vary by product category and risk profile, with standard supplier coverage beginning at $1,000,000 per occurrence and $2,000,000 in the aggregate, subject to higher limits (and, where applicable, umbrella/excess coverage) where Sentrick determines the product or transaction risk — based on factors such as product category, volume, jurisdiction, and claims history — warrants them. Specific limits by category are as Sentrick may specify in writing and may update from time to time. Supplier must provide a current certificate of insurance on request, name Sentrick as an additional insured where required, meet any minimum insurer-rating requirement, keep coverage current, and give prior notice of cancellation or non-renewal. Sentrick may suspend listings, orders, or payouts if a supplier’s insurance is not, or ceases to be, compliant.

Sentrick Foods is free to join and use. Sentrick currently charges suppliers no subscription or membership fee. The only platform fee is a 3.5% commission on completed orders, borne by the Supplier.

• Marketplace commission: 3.5%
• Commission calculation basis: the product value of the completed order, calculated server-side from the order’s immutable record. Commission is calculated on the product value only, excluding shipping, taxes, and discounts.
• Commission becomes due: on completion of the order (as defined in the Payment Terms).
• Payment deadline: as specified in the accepted sales contract.
• Treatment of cancellations, refunds, and partial shipments: commission is adjusted or reversed in proportion to amounts cancelled, refunded, or not shipped, as described in the Payment Terms.
• Other applicable fees: None, unless separately disclosed and accepted before the relevant transaction.

The commission rate that applies to an order is fixed in that order’s record when the order is placed; existing orders keep the rate recorded at placement. No undisclosed fee will be charged, and listing or registration does not guarantee sales.

Changes to fees. Sentrick may, in its commercial discretion and to the extent permitted by applicable law, modify its fees (including introducing or changing any subscription or commission) from time to time to address operational needs, service development, cost changes, or market conditions. Sentrick will notify Supplier of revised fees and their effective date through the Supplier’s registered email or an in-account notification at least thirty (30) days before they take effect (or such longer period as applicable law requires). Revised fees apply prospectively only — they do not alter the rate fixed on an existing order or any term already paid for. Any price offered at registration or under a promotional offer is not a commitment to maintain that price for future transactions unless Sentrick expressly agrees in writing.

A listing, inquiry, request for quotation, or quotation does not by itself create a binding purchase contract. A sales contract between Supplier and the buyer is formed when the supplier accepts the buyer’s order on the Platform or when the parties sign a separate sales contract. Each accepted transaction should identify the product, quantity, specifications, price, currency, payment, delivery, and applicable documents; material changes require agreement between the buyer and Supplier. Sentrick does not become obligated to buy goods or guarantee buyer payment merely by providing the Platform.

The accepted sales contract must specify payment method/timing/currency; product price, freight, insurance, taxes, and duties; delivery location and estimated delivery period; export, import, customs-clearance, and documentation responsibilities; the selected Incoterms® 2020 rule and named place, if used; and when risk of loss and title transfer. Totals, taxes, and any marketplace commission are calculated server-side from the immutable order record. Payments are processed through the Platform’s designated payment provider; bank transfer / ACH is the default rail, and any card processing is charged to the payer at actual cost.

Sentrick is not a bank, escrow agent, lender, insurer, or payment guarantor merely because it operates the Platform. Any such service must be separately described and provided by an appropriately authorized party where required. Supplier should independently verify any request to change payment or banking details through a trusted communication channel.

Supplier remains solely responsible for defects, quality, safety, condition, returns, replacements, recall execution and costs, and regulatory cooperation. Supplier must promptly notify Sentrick and affected buyers upon learning of a product contamination, recall, regulatory warning, counterfeit document, material labeling or allergen error, or other serious safety risk involving a product listed or sold through the Platform, and shall cooperate with lawful traceability, withdrawal, recall, notification, and disposal procedures. Supplier is responsible for the costs and liabilities assigned to it by applicable law or the sales contract, to the extent arising from its products, actions, or violations. These obligations are further described in the Product Recall & Safety Policy.

The sales contract or applicable transaction policy must establish inspection, notice, evidence, return, replacement, refund, and other remedy procedures. No contractual notice period overrides mandatory legal rights or food-safety reporting and recall obligations. Sentrick is not required to fund a refund from its own resources unless it expressly agrees in writing or applicable law requires otherwise.

Supplier retains ownership of its trademarks, images, descriptions, and other content. Supplier grants Sentrick a non-exclusive, worldwide license during the listing period to use, resize, format, translate, reproduce, display, distribute, and promote Supplier’s approved names, images, videos, specifications, and marketing materials as reasonably needed to operate the Platform and market the listed products. Supplier represents that it has the rights necessary to provide the content and that the content does not infringe third-party rights. Sentrick may retain records or copies as required for legal compliance, audits, disputes, and legitimate recordkeeping.

Supplier may not: provide false business information, forged documents, or misleading certifications; list products it has no right to sell; use the Platform for fraud, money laundering, sanctions violations, or other unlawful activity; or misuse buyer information or impersonate another party. If a transaction initiated through the Platform is completed outside it within twelve (12) months, any commission applies only if clearly stated in a fee schedule accepted by the relevant party and permitted by law. This provision does not apply to a demonstrable pre-existing business relationship unless the parties expressly agree otherwise.

Each party shall protect the other party’s non-public business information and use it only for the business relationship, unless disclosure is legally required or authorized. Personal information is handled under the Platform’s Privacy Policy and applicable law. Supplier may not sell buyer data or use it for unauthorized marketing.

Supplier shall indemnify and defend Sentrick and its affiliates, officers, and employees against third-party claims and reasonable losses and expenses, including reasonable legal fees, to the extent caused by: unsafe, defective, contaminated, or nonconforming Supplier products; Supplier’s breach of this Agreement or applicable law; Supplier’s false statements, forged documents, or misleading certifications; Supplier’s infringement of third-party rights; or Supplier’s negligence, fraud, or willful misconduct.

Sentrick shall provide reasonable notice, an opportunity to participate in the defense, and reasonable cooperation. Supplier may not settle any claim in a way that admits liability of, or imposes an obligation on, Sentrick without Sentrick’s prior written consent. This obligation does not apply to the extent a claim results from Sentrick’s own misconduct or where prohibited by law, and it survives termination.

To the extent permitted by law, the Platform is provided “as available,” without a guarantee of uninterrupted service, error-free operation, or completed transactions. To the extent permitted by law, Sentrick is not liable for indirect, special, incidental, or consequential losses or lost profits arising from Platform use.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ANIMA TECHNOLOGY: SENSOR & TRACKING SOLUTIONS, LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE MARKETPLACE, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL COMMISSIONS ACTUALLY RECEIVED AND RETAINED BY SENTRICK FROM THE CLAIMING PARTY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD $100.

THIS LIMIT APPLIES IN THE AGGREGATE, NOT SEPARATELY TO EACH CLAIM, AND DOES NOT LIMIT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Supplier may request account termination by contacting legal@sentrickfoods.com. Sentrick may suspend or terminate an account for a material breach, fraud concern, legal or safety risk, security issue, or unpaid fees, and will provide notice and an opportunity to correct where appropriate and practicable. Termination does not eliminate obligations under accepted orders or provisions that must survive, including payment, confidentiality, recalls, indemnification, and recordkeeping.

This Agreement is governed by the laws of the State of Texas, United States, subject to mandatory applicable law. The parties shall first attempt to resolve a dispute through good-faith discussions for thirty (30) days after written notice. If unresolved, the dispute shall be submitted to the state or federal courts located in Harris County, Texas, as permitted by law.

Sentrick legal notices: Anima Technology: Sensor & Tracking Solutions, LLC, Houston, Texas, legal@sentrickfoods.com

Supplier notices: The current contact details provided in Supplier’s account.