Starbucks Standard Terms & Conditions of Purchase

Version 3.5 Updated December 6, 2024

1. Definitions

Capitalized terms that are not defined in the Agreement have the meanings assigned to such terms in this Section 1.

“Affiliate” means, with respect to either Party, any entity that Controls, is Controlled by, or is under common Control with such Party through the exercise of voting power or otherwise.

“Agreement” means, collectively, these Standard Terms and Conditions of Purchase, as amended, revised, and updated by Starbucks; Starbucks purchase agreement; Starbucks purchase schedule; Order; Starbucks blanket purchase agreement; Specifications; and standards and policies referenced in and accompanying documentation that incorporate these Standard Terms and Conditions of Purchase.

“Authorized Buyer” means a third party that is identified by Starbucks as an entity that is authorized to purchase Products from Seller pursuant to the terms of the Agreement.

“Authorized Representative” means an officer of a Party holding the title of vice president or a title more senior than vice president.

“Confidentiality Agreement” means Starbucks confidentiality and non-disclosure agreement that Seller already has executed or will execute and deliver to Starbucks as part of the Agreement.

“Control” means having direct or indirect power to direct, or cause the direction of, the management and policies of an entity, whether through the ownership of voting securities (even if less than majority ownership), by contract, or otherwise.

“Deliverables” means (i) the reports, presentations, data, information, notes, designs, specifications, studies, instructions, analyses, translations, training materials, prototypes, samples, concepts, recipes, computer programs, graphics, logos, images, prints, photographs, and any other items created for Starbucks or delivered or to be delivered to Starbucks in connection with the Services, and (ii) any “Deliverables” identified in an Order.

“Intellectual Property” means domestic and international rights in any (i) trademarks, (ii) patents, (iii) copyrights, (iv) trade secrets and confidential information, (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise, (vi) derivatives, improvements, and modifications of the foregoing, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted.

“Marks” means the Starbucks name or any Starbucks trademark, service mark, trade dress or logo.

“Nonconforming Product” means any Product delivered or tendered for delivery by Seller that is untimely, does not comply with laws or the Agreement (including any over-or short-delivery), or that is the subject of any Remedial Action.

“Order” means a written commitment, purchase order, blanket purchase agreement, blanket purchase order, blanket purchase order release, job or work order, statement of work, or other mechanism for ordering Products or Services.

“Party” means Starbucks or Seller, as applicable.

“Product” means the goods and products, and any Services related or incidental thereto, that are (i) offered for sale by Seller to Starbucks and/or Authorized Buyers, or (ii) purchased by Starbucks and/or Authorized Buyers from Seller, its Affiliates, service providers, agents, distributors, or representatives under the Agreement.

“Remedial Action” means an act taken to protect the interests of the public and/or Starbucks, including but not limited to a Product recall, notification to a government authority, implementation of a consumer safety notification, marking of a Product with appropriate warnings, and/or withdrawal of a Product from distribution.

“Seller” means the entity listed in the Agreement as seller or supplier, including any Affiliate of Seller providing Products and/or Services under the Agreement.

“Services” means (1) the services described in any Order or otherwise provided by Seller under this Agreement, and (2) the Deliverables provided in connection with such Services or otherwise provided by Seller under this Agreement.

“Specifications” means, as applicable (i) the written specifications, requirements, guidelines and/or standards with respect to the Product or Services that have been provided or approved by Starbucks; (ii) a physical sample or prototype of the Product that has been provided by Starbucks to Seller; or (iii) a physical sample or prototype of the Product that has been provided by Seller and approved by Starbucks.

“Starbucks” means Starbucks Corporation and its Affiliates.

“Starbucks Intellectual Property” means Intellectual Property that is owned or licensed by Starbucks, including without limitation the Marks and Starbucks confidential information.

“Starbucks Supplier Guidance” means the applicable expectations, requirements, references, policies, procedures, guidelines or operational standards and codes of conduct, as each may be amended, updated and/or revised by Starbucks from time to time, located at http://www.starbucks.com/business/suppliers. Seller shall comply with all requirements set forth in Starbucks Supplier Guidance.

2. Starbucks Offer to Purchase

The Agreement represents Starbucks offer to purchase the Products and Services set forth on the Order.

Starbucks offer to purchase the Products and Services is expressly limited to, and expressly made conditional on, Seller’s acceptance of the terms of the Agreement, including without limitation, these Standard Terms and Conditions of Purchase. Starbucks objects to any different, inconsistent, or additional terms, whether in an acceptance from Seller or other document. Any different, inconsistent or additional terms shall not have any force or effect and shall be void ab initio. .

3. Seller’s Acceptance

Seller will be deemed to have accepted the terms of the Agreement: (i) even if Seller’s acceptance purports to make acceptance conditional on acceptance of inconsistent, additional or different terms to the Agreement; (ii) when acknowledged by Seller in writing; or (iii) if Seller makes any shipment or performance in response to or in anticipation of an Order.

4. Price

The purchase price will be set forth in the Order. Unless otherwise provided in the applicable Order, the price set forth in the Order is all in and includes all applicable taxes, duties, tariffs, surcharges, and other amounts assessable by any government authority with respect to the Products or Services. The purchase price may not be modified or changed without the prior written agreement of Starbucks.

5. Quantity

The quantity and description of any Product or Services will be set forth in the Order. Starbucks makes no representations regarding the number of Orders to be placed, or volume of Products or Services, beyond what is specified in an Order. Except for an Order, nothing in the Agreement will constitute a commitment on the part of Starbucks to purchase any specific quantity, amount or type of Product or Services. Seller is solely responsible for obtaining all inventory, ingredients, materials, components, and supplies needed to manufacture the Products, which must meet any Specifications provided by Starbucks. If Starbucks requests that Seller obtain any such items from a specific supplier, Seller shall purchase such inventory, ingredients, materials, components, and supplies from the designated supplier.

6. Invoices

Seller’s invoices, together with such supporting documents as may be reasonably requested by Starbucks, must be sent in accordance with the schedule and to the address listed in the Agreement or on the Order. Additional requirements regarding invoices are contained in Starbucks Supplier Guidance.

7. Payment Terms

Unless otherwise set forth in the applicable Order, payment terms are net sixty (60) days from Starbucks receipt of a correct and undisputed invoice from Seller. Payment date is when payment is mailed or otherwise tendered. Starbucks may pay amounts due Seller using electronic funds transfers. If Starbucks elects to use electronic funds transfers, Seller shall cooperate with Starbucks to authorize, establish, and execute any such payments. Starbucks may offset amounts owed by Seller to Starbucks under any Order against any amounts owed by Starbucks to Seller, irrespective of whether or not Starbucks owes such obligation pursuant to the Agreement, a different Order or an unrelated transaction between Seller and Starbucks. Seller will refund any overpayments promptly upon discovery.

8. Authorized Buyers

8.1. Starbucks may request that Seller sell the Products directly to one or more Authorized Buyers. Seller acknowledges that the Products may be used by Authorized Buyers to manufacture or produce a product for Starbucks or that Authorized Buyers may purchase Products from Seller and resell the same Products to Starbucks. Notwithstanding that the purchase and sale of Products may be undertaken between Seller and Authorized Buyers, Seller acknowledges and agrees that the terms of the Agreement shall apply to all Products that are, directly or indirectly, supplied and delivered to Starbucks.

8.2. Seller acknowledges and agrees that Starbucks is not acting as a guarantor with respect to the acts or omissions of or payment by any Authorized Buyer. Without limiting the generality of the foregoing, Starbucks will not be liable for any act or omission of or nonpayment by any Authorized Buyers, including without limitation an Authorized Buyer’s failure to purchase its forecasted quantities or pay for Products delivered to the Authorized Buyer.

8.3. If Starbucks notifies Seller in writing that a named entity or party is no longer an Authorized Buyer, Seller will immediately cease to accept any Orders from such entity or party and will not deliver or prepare for pickup any Products with respect to any unfulfilled Orders.

8.4. Seller acknowledges and agrees that Authorized Buyers that purchase Products are intended third party beneficiaries of the terms of the Agreement. Seller shall provide written reports to Starbucks regarding purchases of Products by Authorized Buyers, containing such information regarding such transactions as Starbucks may request.

9. Acceptance; Nonconforming and Late Deliveries; Deliverables

9.1. All Products and Services are subject to inspection and acceptance as described in the Agreement and Starbucks Supplier Guidance (Product Inspection and Acceptance & Nonconformance to Purchase Documents).

9.2. All shipments and deliveries of Product must be in accordance with the quantities and schedules stated in the Agreement. Substitutes will not be accepted. Time is of the essence. Seller may not make advanced, late, short or excess deliveries without the prior written consent of an Authorized Representative of Starbucks. Seller will promptly notify Starbucks of any known or anticipated delay or failure to meet any requirements of the Agreement. Starbucks is not obligated to pay for or accept Products that do not comply with the applicable Agreement, whether due to incorrect (over or short) quantities, untimely shipments or deliveries, or otherwise, and such shipments may be returned at Seller’s expense and risk.

9.3. Starbucks is not obligated to pay for or accept any Nonconforming Products (including without limitation any Products with latent defects that are discovered after acceptance). If Starbucks elects to accept any Nonconforming Products, a handling charge may be charged to Seller’s account and Seller shall promptly pay such handling charge to Starbucks. If Seller delivers Nonconforming Products, or if any Products are discovered to be Nonconforming Products after acceptance, then Starbucks may also elect the following remedies, in each case at Seller’s expense: (a) accept or reject the shipment in whole; (b) accept or reject a portion of the shipment; (c) destroy the Nonconforming Products, unless Seller notifies Starbucks of its desire that the delivery of Nonconforming Products be returned to Seller; (d) return the Nonconforming Products for full credit or refund including freight charges; (e) require Seller to correct or replace the Nonconforming Products; (f) correct or rework the Nonconforming Products; and/or (g) obtain replacement Products from another source. Seller’s delivery of any replacement or corrected Products shall be on an expedited basis at Seller’s expense. Seller shall deliver written assurance, if requested by Starbucks, confirming that the replacement Products are not subject to the conditions and/or circumstances that caused the initial shipment to be rejected.

9.4. All Deliverables must be developed, created, tested and delivered in accordance with the Specifications and this Agreement, including the due dates set forth in the applicable Order, or as otherwise agreed by the Parties in writing. Following delivery of any Deliverable, Starbucks will have the right to review and evaluate the Deliverable to determine whether it complies with the terms of the Specifications and this Agreement.

9.4.1. If Starbucks rejects any Deliverable, it shall notify Seller of such rejection and the reason therefore, and Seller shall correct and redeliver, at Seller’s sole expense, the Deliverable within ten (10) business days of such notice, or such other period agreed upon by the parties in writing (the “Correction Period”).

9.4.2. If Seller fails to deliver any Deliverable by its due date, or if Starbucks rejects any Deliverable in accordance with this Section 9, then Starbucks may, at its sole option, and without waiving any other remedy: (i) extend the Correction Period; (ii) accept the non-conforming or untimely Deliverable and continue under this Agreement, subject to a mutually agreeable reduction in compensation payable to Seller or other consideration; (iii) reject the non-conforming or untimely Deliverable and receive a refund of any amounts paid to Seller for the Deliverable; or (iv) terminate the Agreement or the applicable Order without any obligation to pay any amount associated with the rejected or untimely Deliverable.

10. Shipping and Delivery

Title to the Products shall pass at the Starbucks distribution center indicated in the applicable Order. Seller will not insure any shipment beyond the delivery point indicated in an Order or include costs for such insurance in its pricing without prior written approval from Starbucks. Seller shall comply with any additional requirements regarding the packing and shipment of Products as set forth in Starbucks Supplier Guidance, including but not limited to freight terms or Incoterms® requirements. Unless otherwise specified in an Order, the Parties agree that risk of loss will pass at the Starbucks distribution center indicated in the Order. For shipments of Products that cross international borders, unless otherwise specified in an Order, the shipping term will be DDP (Incoterms® 2020) Starbucks distribution center.

11. Termination

Starbucks reserves the right to terminate the Agreement or any Order, for any reason or no reason, and without liability to Seller other than for amounts owed for Orders fulfilled by Seller in compliance with this Agreement prior to the date of such termination, by providing Seller with fifteen (15) days written notice. In addition, Starbucks may terminate the Agreement or any Order at any time by providing Seller with written notice if any of the following occurs: (i) Seller fails to comply with any requirements or obligations under the Agreement; (ii) Seller makes any assignment for the benefit of Seller’s creditors; or (iii) a receiver is appointed for Seller.

12. Obligations upon Termination

In the event of any termination of this Agreement or the expiration or termination of any Order, then, unless otherwise provided in the applicable Order, the following will apply:

12.1. Seller will cease performance and cooperate with Starbucks to affect an orderly, efficient, effective and expeditious winding-down of the Parties' respective activities.

12.2. Seller will return to Starbucks all tools, data, information, items and other materials provided by or on behalf of Starbucks.

12.3. Seller will promptly deliver to Starbucks any completed or partially completed Deliverables which have been paid for.

12.4. Seller will promptly notify Starbucks if Seller retains any work-in-process, Products, or other materials bearing the Marks and will promptly comply with any instructions that Starbucks may issue regarding disposition and proof of disposition of the same.

12.5. Starbucks will not compensate Seller for any Services not performed or Products not shipped by the date of such expiration or termination, and in no event will Seller be entitled to any termination fee, reallocation of cost, recovery of lost profit or overhead charges. If Seller opts to make a claim for an equitable adjustment due to the early termination of the Agreement, Seller’s claim for an equitable adjustment under this paragraph must be submitted to Starbucks in writing within 30 days of Seller’s receipt of notice of termination from Starbucks, otherwise all such claims of Seller shall be deemed to have been waived.

13. Remedial Actions

13.1. Seller will immediately (in no event later than 24 hours) notify Starbucks if Seller knows or has received any information that suggests (i) that any Products, or any ingredients, or components incorporated into Products or any packaging are or may be subject to any investigation, consumer safety notification, product withdrawal or recall; (ii) any actual or potential contamination, defect or hazard associated with the Products or any ingredients or components incorporated into the Products or any packaging; (iii) that any Product, or any ingredient, material, or component thereof, is or might become harmful to persons or property; (iv) that any Product is or may be defective in any manner which is or might become harmful to persons or property or may harm, injure, or otherwise adversely affect Starbucks, the Marks, Products, or any goodwill associated with the foregoing; (v) that any Product is or may be mislabeled or misbranded or otherwise violates or might violate applicable laws.

13.2. If Seller or Starbucks discovers or acquires any information described in Section 13.1, Seller or Starbucks, in consultation with the other, may take, or Starbucks may require Seller to take, such Remedial Action as is necessary and appropriate to protect the interests of the public and Starbucks. Starbucks may also require Seller to take Remedial Action if any Product is processed, packed, or held in any facility that violates law if such violations could, in Starbucks sole judgment, render the Product adulterated or misbranded. If Starbucks or Seller deems it necessary to implement any Remedial Action, Seller agrees to fully effectuate the Remedial Action and to take such steps as necessary to protect the interests of the public and Starbucks, and such additional undertakings as Starbucks may reasonably instruct, and to comply diligently with all applicable laws. Seller shall prepare and maintain at Seller’s offices a documented Remedial Action program that provides detailed procedures (i) in compliance with all applicable laws to address Remedial Actions, and (ii) regarding recordkeeping and record retention in compliance with all applicable laws. Seller shall provide Starbucks with a copy of such Remedial Action program upon request.

13.3. If a Remedial Action is initiated, Seller will cooperate and coordinate with Starbucks and its designees to expeditiously respond to any related investigations and fully implement the Remedial Action. Without limiting the generality of the foregoing, Seller will: (i) promptly remove any withdrawn or recalled Products from commerce and accept such withdrawn or recalled Products for return and destruction; (ii) bear the costs of any Remedial Action and defend, indemnify and hold Starbucks and each Authorized Buyer harmless from any and all expenses associated with such Remedial Action taken by Starbucks (including reasonable attorneys’ and consultants’ fees), unless the cause of the Remedial Action is solely attributable to the negligence of Starbucks or Authorized Buyers; and (iii) not contact any third parties or make any public statement regarding any Remedial Action without the prior written approval of a Starbucks Authorized Representative. Seller expressly agrees, to the degree applicable in each instance, that it will comply with all applicable reporting and remedial provisions required by applicable law and the U.S. Consumer Products Safety Act and all corresponding regulations, and all public notice guidance of the U.S. Food and Drug Administration, as applicable.

14. Representations and Warranties

Seller represents, warrants, and covenants to Starbucks that all Products and Services: (i) are free from defects; (ii) are merchantable and fit for their intended purpose; (iii) conform to the Specifications and other requirements of the Agreement; (iv) are free and clear of all liens, claims or encumbrances; (v) comply with all applicable laws, ordinances, regulations, rules or governmental orders ; and (vi) do not infringe or violate the Intellectual Property rights of any third parties. Seller further warrants that all Services provided under the Agreement shall be performed by personnel with the experience, training, skill and other qualifications needed to perform the Services, and will be provided in a timely, professional and workmanlike manner, in accordance with the highest industry standards. Seller further represents and warrants that: (i) Seller has complied with and will at all times be in compliance with applicable laws, ordinances, regulations, rules or governmental orders; (ii) Seller has all necessary licenses, permits, rights, powers, and authority to enter into the Agreement and perform its obligations pursuant to the Agreement; and (iii) the execution and performance of the Agreement will not result in the breach by Seller of any agreement, covenant, court order, judgment or decree to which Seller is a party or by which it is bound. Unless otherwise provided in an Order, all warranties contained in the Agreement are in addition to all other warranties, express, implied or statutory, applicable to Seller or the Products or Services. Payment for, inspection of, or receipt of Products shall not constitute a waiver of any breach of warranty.

15. Indemnification

Seller shall indemnify, defend, and hold harmless Starbucks, any Authorized Buyers, and its and their directors, officers, managers, employees, representatives, agents, successors and assigns from against any and all third party actions, demands, allegations, claims, liability, investigations, suits, loss or expense, including, without limitation, reasonable attorneys’ fees and cost of litigation (“Claims”), arising out of or related to: (i) the actual or alleged infringement, violation, or misappropriation of a third party’s Intellectual Property rights by Seller or the Products or Services (excluding claims of infringement arising from Starbucks Intellectual Property); (ii) Seller’s breach of the Agreement; (iii) any claims of personal injury, death, or property damage caused by the Products or arising out of the Seller’s performance (or non-performance) of the Services; (iv) Seller’s negligence or willful misconduct; (v) any disputes between Seller and any supplier, vendor, or service provider of Seller; (vi) any unfair competition claim asserted with respect to the Products or Services; and/or (vii) any Remedial Action. If Starbucks notifies Seller of its desire for Seller to assume the defense of any indemnifiable claim under this Section, Seller shall defend such claim at Seller’s sole cost and expense, using reputable counsel reasonably acceptable to Starbucks. The obligation to pay attorneys’ fees in this indemnity provision includes all attorneys’ fees incurred in defending any claim or establishing the right to indemnity under the Agreement. All indemnification obligations survive the expiration or termination of the Agreement or any Order.

16. Starbucks Intellectual Property

Seller acknowledges that all rights of ownership of the Marks, Starbucks confidential information, and Starbucks Intellectual Property belongs exclusively to and inures to the benefit of Starbucks. Seller will not at any time acquire any rights, title or interest in the Marks, Starbucks confidential information, or Starbucks Intellectual Property. Seller agrees that it will not at any time contest the ownership or validity of any of the Marks, Starbucks confidential information, or Starbucks Intellectual Property, nor register or attempt to register any of the foregoing nor assist anyone else to do so, nor do anything that would jeopardize or diminish the Marks, Starbucks confidential information, or Starbucks Intellectual Property.

17. Works for Hire

Any work or work product, and all Intellectual Property related to any work or work product (collectively, “Works”), created by Seller or its employees, service providers, contractors, or agents at the request of Starbucks and incorporated into the Product or Services, including but not limited to any Deliverables, will be deemed to have been specifically ordered and commissioned by Starbucks, and will be considered a work made for hire from the moment of creation and will be the sole and exclusive property of Starbucks without any need for accounting therefor. To the extent that the Works are not considered works-made-for-hire, without reservation or limitation, Seller (on behalf of itself and its employees, service providers, contractors, and agents to) hereby assigns, transfers and conveys the Works to Starbucks, exclusively, irrevocably, and perpetually, together with all right, title and interest and any goodwill associated therewith throughout the world. No rights are reserved for or by Seller (or its employees, service providers, contractors, and agents to) or will revert to Seller, who expressly waives any rights of attribution or integrity. Seller agrees to obtain all appropriate releases and assignments necessary to convey to Starbucks the rights in the Works. Seller agrees to make (and shall cause its employees, service providers, contractors, and agents to make) full disclosure to Starbucks of all aspects of all Works. Seller agrees not to file for or register any patents, trademarks, or copyrights in connection with the Works. Upon completion of the Works (or Starbucks earlier request) Seller must deliver to Starbucks the Works together with all copies of the Works. Seller must provide (and shall cause its employees, service providers, contractors, and agents to provide) Starbucks with such information and know-how as necessary to use and utilize the Works and improvements or derivatives related to the Works. Seller further agrees not to (nor assists anyone to) make any claim to, take any adverse action against or damage the goodwill or validity of the Works and Starbucks rights herein. Seller grants to Starbucks a non-exclusive, worldwide, irrevocable, royalty-free license, with the ability to license and sublicense and without a need for accounting, to make or use any and all of Seller’s Intellectual Property rights in connection with the use and utilization of the Works and improvements or derivatives related to the Works.

18. Confidentiality

Seller may not disclose any information regarding the business relationship between the Parties, Starbucks use of the Products, Services, or any other information arising from or related to the business activities between the Parties. Without limiting the generality of the foregoing, Starbucks and Seller agree to be bound by the terms of the Confidentiality Agreement. If Starbucks disclosed any sensitive, private, secret, proprietary, or confidential information to Seller prior to the execution of the Confidentiality Agreement, Seller agrees that such information will be governed by this Section 18 and the terms of the Confidentiality Agreement. The Agreement and the business relationship between the Parties are confidential information and subject to the terms of this Section 18 and the Confidentiality Agreement. Any breach of the Confidentiality Agreement will constitute a breach of the Agreement. In the event of conflict between the terms of the Confidentiality Agreement and these Standard Terms and Conditions of Purchase, the terms of the Confidentiality Agreement will prevail.

19. No Publicity

Seller may not refer to Starbucks, the Agreement or the existence of a business relationship between Seller and Starbucks for any marketing or promotional purposes, without the prior written consent of an Authorized Representative of Starbucks.

20. Use of Starbucks Marks

Seller may not use Starbucks name or the Marks in any manner, promotional or otherwise, without the prior written consent of an Authorized Representative of Starbucks. In the event Starbucks consents to Seller’s use of Starbucks name or the Marks, such use is contingent upon Seller’s compliance with Starbucks guidelines, requirements and other instructions for such use and such consent may be revoked at any time, in Starbucks sole discretion. All goodwill arising out of Seller’s use of the Marks will inure solely to the benefit of Starbucks.

21. Subcontracting

Seller may not subcontract all or any portion of its obligations or duties under the Agreement without the prior written consent of an Authorized Representative of Starbucks, which consent may be withheld in Starbucks sole discretion. To the extent Starbucks consents to the use of subcontractors, any acts or omissions of a service provider or subcontractor of Seller will be deemed to be the acts and omissions of Seller.

22. Quality Assurance

Seller shall maintain a quality assurance program that is acceptable to Starbucks for all Products contemplated by the Agreement. Without limiting the generality of the foregoing, (i) if the Products are food or beverage products, or include any ingredient or component used in a food or beverage product, then Seller must comply with Starbucks Standards for Food Suppliers, as such standards may be amended, changed, or modified by Starbucks from time to time and (ii) if the Products are non- food products, then Seller must comply with Starbucks Standards for Non-Food Suppliers, as such standards may be amended, changed, or modified by Starbucks from time to time. The then current versions of the aforementioned standards are located at http://starbucks.com/business/suppliers.

23. Travel

If Seller is providing Services, Starbucks will have no obligation to reimburse Seller for travel and related expenses, unless a Starbucks Authorized Representative authorizes such expenses in advance and in writing. In such event, Starbucks shall reimburse Seller only for travel and other expenses pre- approved in writing, and all travel expenses incurred by Seller must be in accordance with Starbucks Non-Partner Travel Policy. The then current version of Starbucks Non-Partner Travel Policy is located at http://starbucks.com/business/suppliers.

24. Insurance

Seller shall maintain Commercial General Liability insurance with a minimum of $1,000,000 per occurrence and a general aggregate limit of not less than $2,000,000. Seller shall name Starbucks as an additional insured under Seller’s Commercial General Liability insurance policy and such insurance will be primary and non-contributing with any insurance otherwise available to Starbucks. Insurance shall be procured from an insurance carrier with at least an A-, VII rating from A.M. Best & Company. In addition, Seller will provide Starbucks with evidence of such insurance in the form of an insurance certificate upon request. Seller will provide Starbucks with written notice of the scheduled expiration or termination of its Commercial General Liability policy no later than thirty (30) days’ prior to the effective date of any expiration or termination. Any waiver of an insurance requirement by Starbucks must be in writing and provided by a Starbucks Authorized Representative.

25. Ethical Sourcing

Seller shall at all times strictly comply with the requirements, standards, guidelines, and policies set forth in Starbucks Responsible Sourcing Standards, as such standards may be amended, changed, or modified by Starbucks from time to time. A copy of Starbucks Responsible Sourcing Standards is located at https://www.starbucks.com/business/suppliers.

26. Audits and Inspections

Starbucks and its designees shall, within 24 hours of Starbucks or such designee’s request, have access to any factory, site or physical location in which any Product, or any component, ingredient or packaging of any Product is manufactured, processed, packed, grown, fabricated, processed, converted, held and/or stored (“Facility”) to inspect and audit the Products and the activities being performed by Seller, including but not limited to labor and employment practices and Seller’s compliance with the Agreement and Starbucks Supplier Guidance. Seller shall promptly provide such information requested by Starbucks or its designee in connection with any audit, inspection, or assessment of a Facility. Seller shall, and shall cause all of its Affiliates, suppliers, subcontractors, service providers, and representatives to comply and cooperate with any audit or inspection conducted by Starbucks or its designee. Seller will promptly implement any reasonable corrective action requested by Starbucks resulting from any audit, inspection, or assessment.

27. U.S. Government Sales

The U.S. government may be a customer for the Products and/or Services. To the extent any Order is issued with respect to the U.S. government for performance in the United States (a “U.S. Order”), Seller agrees that “laws” as used in the Agreement includes the requirements of the equal employment opportunity clauses set forth at 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which are incorporated into this Agreement by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, and for inquiring about, discussing or disclosing information about compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. Seller also agrees that for locations performing against U.S. Orders, it will display all posters advising employees of their rights that are required by law, and to comply with the requirements of all federal labor laws to the extent applicable.

28. Governing Law and Dispute Resolution

This Agreement, and all claims arising under or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of Washington, regardless of the laws that might otherwise govern under applicable principles of conflicts or choice of law. The Parties agree that any action arising out of or to enforce any provision of the Agreement shall be venued exclusively in a state or federal court of competent jurisdiction located in King County, Washington, and shall not be subject to any claim or dismissal or transfer of said action on the basis that said court is an improper or inconvenient forum, all Parties expressly consenting to jurisdiction and venue therein. None of the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall be applied to the interpretation or enforcement of the Agreement. In the event of any dispute regarding the interpretation or enforcement of the Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and costs.

29. Rights and Remedies

In addition to any remedy identified in the Agreement, if Seller breaches any term of the Agreement, Starbucks will have the right to: (i) terminate the Agreement and/or any Order; (ii) demand the immediate return of all confidential information; (iii) recover its damages incurred by reason of such breach, including, without limitation, incidental and consequential damages, and its attorneys’ fees and costs of litigation; (iv) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of the Agreement; and (v) pursue any other remedy available at law or in equity. Failure to properly demand compliance or performance of any term of the Agreement will not constitute a waiver of Starbucks rights or remedies. All rights and remedies of either Party are cumulative of each other, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.

30. Waiver

No waiver of any term or condition is valid unless it is in writing and signed by a duly authorized person of Seller and an Authorized Representative of Starbucks. Starbucks inspection, acceptance of a nonconforming delivery, test, payment, delay or failure to inspect or test, or failure to discover any defect will not be deemed to be a waiver of any of Starbucks rights or remedies.

31. Assignment

Seller may not assign the Agreement or any of its rights, interests, duties, or obligations with respect to the Agreement, whether by operation of law, contract or otherwise, without the prior written consent of an Authorized Representative of Starbucks.

32. Independent Contractor

Seller represents and warrants that it is a seller, in the ordinary course, of the Products of the kind being purchased. If Seller is to provide Services under the Agreement, Seller represents and warrants that it is an independent contractor and not an employee, agent, joint venturer or representative of Starbucks. Nothing in the Agreement will be construed as creating an employer-employee or a principal-agent relationship. Seller has no authority to bind or otherwise obligate Starbucks in any manner. Seller shall make all legal filings and payments required to maintain its independent contractor status.

33. Notices

Whenever a provision is made under the Agreement for any notice or declaration of any kind, or where it is deemed desirable or necessary by Seller to serve such notice to Starbucks, it must be in writing and served either personally or sent by United States mail, certified, postage prepaid, addressed at the addresses set forth below or otherwise provided by Starbucks to Seller in writing. Notices will be deemed delivered upon receipt. Notices to Starbucks must be sent to the following addresses:

Starbucks Corporation 2401 Utah Avenue South, Suite 800 Seattle, WA 98134-1067 Global Sourcing Attn: chief procurement officer

Starbucks Corporation 2401 Utah Avenue South, Suite 800 Seattle, WA 98134-1067 Law & Corporate Affairs Attn: vice president, Global Commercial

34. Survival

Any provision of the Agreement which imposes upon a Party an obligation after termination or expiration of the Agreement, including without limitation Sections 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 24, 26, 27, 28, 29, 30, 33, 34 and 36 will survive the termination or expiration of the Agreement or the completion or fulfillment of any Order, and shall be binding upon such Party, its successors and assigns. In addition, any provision of the Agreement which imposes upon Seller an obligation after termination or expiration of this Agreement or the completion or fulfillment of any Order shall survive and be binding upon Seller, its Affiliates, their successors and assigns.

35. Amendments

Starbucks shall have the right to amend, revise, and update these Standard Terms and Condition of Purchase at any time by providing written notice to Seller. Any amendments, revisions, or updates to these Standard Terms and Condition of Purchase shall be effective if Starbucks provides Seller with written notice and shall apply to all Orders issued subsequent to the date of such notice. A copy of the then current Standard Terms and Condition of Purchase shall be accessible at https://www.starbucks.com/business/suppliers.

36. Complete Agreement

Except as set forth in Section 35 above or otherwise in the Agreement, the Agreement constitutes the complete agreement between the Parties and may not be altered or modified except in writing duly executed by an Authorized Representative of Starbucks. Trade custom, trade usage and past performance are superseded by the Agreement and may not be used to interpret the Agreement. If any provision of the Agreement becomes void or unenforceable by law, the remaining provisions are still valid and enforceable.