Supply Agreement

LAST UPDATED: FEBRUARY 26, 2025

This Supply Agreement (the "Agreement") is by and between Pucks, Ltd, a Nevada limited liability company ("Us/We"), and “You" as identified on the “Buyer”, “Purchaser” or similar term, on an applicable order form. Capitalized terms herein have the meaning set forth in the then current version of Our General Terms and Conditions available at eatpucks.com (“General Terms”).  You enter into this Agreement with Us once you place an order with Us or with one of our Authorized Distributors (defined below).

  1. SCOPE OF WORK - We agree to supply You with cookies and other items for sale by you (the "Goods") per the terms and conditions of this Agreement and the order form. The Goods will be delivered to You at your "Locations". You are responsible for the Goods once delivered.
  1. ORDERING PROCEDURE - You can order the number and type of Goods you desire from Pucks online, or if authorized in a separate agreement, via a third-party reseller authorized by Pucks for such wholesale purchase (e.g. Sysco, Nicholas, etc.) (an “Authorized Distributor”).
  1. DELIVERY / AUTHORIZED DISTRIBUTION - An Authorized Distributor or their agent will deliver the Goods to Your Locations per the Order Confirmation. You are responsible for all Goods once ordered. If you have an issue with an Authorized Distributor, please contact them directly before contacting us. While we want to ensure you enjoy our Goods, they are more likely to handle your issues more quickly.
  1. DISTRIBUTION & FOOD DELIVERY SERVICE - Once you receive the Goods, You can sell them in the following ways, provided You comply with our marketing and branding protocols, and we agree to the presentation of the Goods including by properly labeling Our Pucks cookies with our logo and trademarks as available for sale, on your menu, and other places within your Locations.
  1. INVENTORY – We want you to always have enough Goods to meet customer cravings! To be eligible to purchase Goods, you agree to maintain a minimum amount of Goods on hand for sale in your Location including to fulfill sales by Delivery.
  1. DELIVER SALES – You agree to sell our Goods at the agreed upon price and subject to the labeling, shelf-life, marketing, and other policies and procedures we identify to maintain quality and branding control.
  1. FROZEN STORAGE - You agree it is your sole responsibility to ensure that all frozen Goods are stored in accordance with your local health and safety regulations, and in a freezer or frozen storage room. You also agree you are responsible for ensuring all Goods sold are properly and correctly labeled and that all packaging is clearly visible with any relevant information, such as allergen warnings and expiration dates, as required by all applicable rules, regulations, and laws. Although you are responsible for and agree to address any complaints or issues regarding the quality of the Goods with your customers directly, you covenant and agree to promptly report those concerns to Us, so we can also coordinate a positive, customer focused, response.
  1. PAYMENT - You will pay Pucks the price for the Goods, as set forth in the order, at the time You order them. Credit may be extended through an Authorized Distributor, but not through Us. In the event Your payment fails, or your fail to make payment within the specified time frame, We will be entitled to charge interest on the overdue amount at the rate of three percent (3%) per month until payment is made, and a late fee of one percent (1%) per order. All sales are final. Refunds are at the discretion of Pucks.  
  1. DISCOUNTS/SALES - You agree to sell the Goods at the suggested retail price, with the branding and marketing we provide. We may provide promotional product or coupons to You, but absent a separate written agreement, You agree to not sell the cookies for more or less than the suggested retail price. We grant you a limited, revocable license to use our intellectual property (e.g. copyrights, trade dress, trade secreted recipes (without disclosing the trade secrets), and trademarks) in your Locations, subject to our branding, marketing, and promotional policies. In the event that you sell the Goods outside the suggested retail price we reserve the right to withhold future sales, and revoke the license granted herewith.
  1. CONFIDENTIALITY - We are delivering trade secret perfected, flavor packed cookies. You agree to keep our pricing, deliver terms, and this Agreement confidential, and not disclose it to third parties, or use any information you gain from us for your benefit.
  1. DELIVERY AND WARRANTIES - We sell high quality, fresh, good tasting cookies. All Goods are shipped by a co-packer. Once delivered You have forty-eight (48) hours to contest the quality of the Goods and request a replacement. You agree to store Goods in a freezer until placed on the shelf. Again, You agree that We are not responsible if You fail to maintain the frozen temperature of any Goods or contaminate or otherwise make the Goods unusable. Because we cannot control your storage controls, after the forty-eight (48) hours, the goods are AS IS, WHERE IS.
  1. SALE AND DISTRIBUTION OF GOODS - We believe that our Goods shall only be sold and distributed as fresh and safely as possible due to the lack of artificial preservatives in our Goods. These are not processed food treats. Therefore, You agree that all Goods once unfrozen must stay unfrozen (and not refrozen) and must be discarded before (5) five days. Once they have been on the shelf longer than five (5) days, you agree to not sell or distribute the Goods, and must immediately discard them on the fifth (5th) day. You remain responsible for failure to comply with this limitation, and we reserve the right to take immediate action, including immediately revoking Your limited, revocable license for failure to comply with our General Terms and Conditions. You agree to comply with the terms and conditions, and delivery obligations and schedules of our distribution partners, including U.S. Foods.
  1. CHOICE OF LAW - This Agreement is governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. See the General Terms for more terms regarding choice of law, disputes, and the applicable terms and conditions.
  1. LIMITATION OF LIABILITY / INDEMNIFICATION - You agree that We are not responsible for any damage to your or your end customers, and that in no event will our liability exceed the amount you actually paid us directly for the Goods you purchased from us. You agree to indemnify, defend and hold harmless Us, Our affiliates, officers, directors, employees, agents, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by You. You are not responsible to indemnify Us for Our negligence or intentional misconduct.  
  1. FORCE MAJEURE - Neither We or You are liable for any failure or delay in performance under this Agreement caused by events beyond the reasonable control of Pucks, including acts of God, war, terrorism, pandemic, government regulation, disaster, strike, lockout, civil unrest, or other labor disturbances, power or telecommunications failures, or shortages of materials or supplies (each a "Force Majeure Event"). The affected party will notify the other party of the Force Majeure Event and its expected duration. The parties shall use their reasonable best efforts to resume performance as soon as practicable after the Force Majeure Event ceases. If the Force Majeure Event continues for a period of more than 180 days, either party may terminate this Agreement upon written notice to the other party without liability except for payment of fees due for Goods provided prior to the Force Majeure Event.
  1. MARKETING AND ADVERTISING- You will place and promote the Goods per Our marketing policies and procedures, and the terms set forth in the General Terms. You agree not to sell or wholesale the Goods to anyone but an end consumer. We each covenant and agree not to disparage each other or each other's products, services, or reputation. You agree to let us review and approve any reviews of our Goods or brand, and all posts will be subject to the General Terms. We may use celebrities or spokespersons to promote our Goods. You covenant and agree we are not responsible for the statements of those celebrities or spokespersons. You agree that any Marketing and Advertising of our Goods done by You or any other affiliates are subject to our review and we reserve the right to take immediate action for any Marketing or Advertising that does not comply with our General Terms and Conditions, and marketing and promotional policies. You agree not to place our goods or service next to obscene, pornographic, adult, or other unlawful or distasteful brands, goods or services, and that we can we require you to remove our Goods if next to or associated with such adult or unlawful materials.
  1. MISCELLANEOUS - This Agreement may be signed in counter parts and is ratified each time You order, accept or sell our Goods. This Agreement is negotiated between the parties, and any ambiguity herein is not intended to be construed to the benefit of either party. In the event of a conflict between this Agreement, the Order Form, and the General Terms will govern and control over any additional or inconsistent terms and conditions, and then the Agreement, and then the Order Form. For additional terms and conditions related to other places of delivery or sale please review the current General Terms available at eatpucks.com.

PUCKS.