Common use of Representations, Warranties and Guarantees Clause in Contracts

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, Vendor makes the following representations, warranties and guarantees: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase OrderTerms and conditions, Vendor makes the following representations, warranties warranties, guarantees and guaranteesacknowledgements to XXX: a. Vendor agrees to comply with all requirements of the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”) as applicable, including, but not limited to, applicable requirements of the Food Safety Modernization Act (FSMA) (P.L. 111-353). b. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and FSMA and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 21 USC § 331(a), (b), (c), (d), (i), (k), or any other provisions of the FDCA; are not articles that which may not be introduced into interstate commerce pursuant commerce, including, but not limited to Sections 404articles subject to FDA emergency permit control requirements (21 USC § 344) and new human and animal drug requirements (21 USC § 355, 505 of 512 of the FDCA21 USC § 360b), the Federal Hazardous Substances Substance Act (“FHSA”), or otherwise; if meat, poultry and egg products Products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold sole in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are c. With respect to the Products, XXX shall not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program Importer (“FSVPFSVP Importer”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within L (the definition of “FSVP Importer, Vendor agrees to serve as the FSVP ImporterRule”). This provision shall not apply for shipments where (a) XXX is the sole person falling within the definition of FSVP Importer and (b) XXX has agreed in circumstances where Kroger is writing to be designated on the entry documentation as the FSVP Importer. Vendor shall not restructure ordinary terms of sale, transactions, or alter the ordinary course of business otherwise for the purpose of making XXX the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger XXX shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of 21 USC § 350e), including those subject to the FDCA) Perishable Agricultural Commodities Act (“SFTA”7 USC § 499a et seq.) of which Kroger XXX is aware of, including failure to maintain required records; . Vendor assumes responsibility responsivity for ensuring loads of Products rejected by Kroger XXX are not sold or distributed unless a qualified individual determines the Products are food is not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement equipment that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt pursuant to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger XXX shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. Xxxxx Foods Terms and Conditions (12/2018) e. Vendor hereby agrees to cooperate with XXX in facilitating compliance with the FDCA, including but not limited to FSMA. XXX shall reserve the right to verify Vendor’s compliance, the compliance of Vendor’s suppliers, and Vendor’s verification of its suppliers with the FDCA through the use of audits and inspections; review of food safety records; review of inspections, investigations, reports other documents from government agencies; review of inspections and reports from third-parties, including auditors; product sampling and testing; environmental sampling and testing; and use of other reasonable means. Vendor shall retain all records required under the FDCA, including, but not limited to FSMA, for a minimum of three years. Vendor shall have the right to object to specific verification requests of XXX to the extent that information XXX is requesting its proprietary. e. f. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, ; has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”)) will have undergone the product testing and certification required under CPSIA’s final rule, 16 CFR 1107; The the Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger XXX copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act of 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute constitute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officersofficer, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger.XXX. Xxxxx Foods Terms and Conditions (12/2018) h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger XXX or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger XXX are not discriminatory and were made available on proportionately equal terms to other customers of VendorVendor and during all shortages, pro-rates, and/or sales restrictions, XXX shall receive prompt notice and that the prices charged its equal and fair share of Product offered for the Products shipped are the lowest lawful prices available from Vendorsale by Vendor to others. j. The Products and the manufacture, labeling, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger XXX otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to KrogerXXX, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger XXX and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. KrogerSAL’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 8 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive KrogerSAL’s payment, acceptance, inspection or failure to inspect the Products. p. . o. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign. p. If the Products include produce items (hereinafter “Produce Products”), then Produce Products sold to XXX by Vendor shall comply with the USDA’s “Good Arrival Guidelines”. q. The Products do not infringe or misappropriate, or constitute an infringement or misappropriation of, any intellectual property rights of any third party. Xxxxx Foods Terms and Conditions (12/2018)

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, The Vendor makes the following representations, warranties and guaranteesguarantees regarding the Products sold to Kroger: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and FSMA”) and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissionsand 94500 et seq. consumer products; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilitesfacilities; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 § 1.509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where (i) Kroger is the sole person falling within the definition of FSVP Importer and (ii) Kroger has agreed in writing to be designated on the entry documentation as the FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement equipment that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt pursuant to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d2(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); and will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); ) to the extent applicable. The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise products purchased containing fabric which is are subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise products purchased which is are subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply Vendor is in compliance with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010Xxxxxxx Xxx 0000, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-anti- corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptionsdescriptions to the extent required. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 2 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, The Vendor makes the following representations, warranties and guaranteesguarantees regarding the Products sold to Kroger: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and FSMA”) and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissionsand 94500 et seq. consumer products; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilitesfacilities; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 § 1.509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where (i) Kroger is the sole person falling within the definition of FSVP Importer and (ii) Kroger has agreed in writing to be designated on the entry documentation as the FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement equipment that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt pursuant to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d2(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); and will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); ) to the extent applicable. The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135-135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise products purchased containing fabric which is are subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise products purchased which is are subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable productsProducts. f. For directly Imported imported Products, comply Vendor is in compliance with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security ProgramKroger’s trucking security program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010Xxxxxxx Xxx 0000, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptionsdescriptions to the extent required. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 2 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, Vendor makes the following representations, warranties and guarantees: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply with KrogerXxxxxx’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, Vendor makes the following representations, warranties and guarantees: : a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and the Food Safety Modernization Act (“FSMA”)and also FSMA”) any other amendment thereto, and comply with, and are not adulterated or misbranded within the meaning of, any states’ state food and drug law, including but not limited to California Proposition 65; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce not, pursuant to Sections 404, 505 of or 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise, be introduced into interstate commerce; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. . If Vendor is providing color additives subject to batch certification, Vendor is to complete the separate guarantee in Exhibit H for each shipment of products. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 § 1.509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor Xxxxxx agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, The Vendor makes the following representations, warranties and guaranteesguarantees regarding the Products sold to Kroger: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and FSMA”) and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissionsand 94500 et seq. consumer products; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilitesfacilities; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 § 1.509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where (i) Kroger is the sole person falling within the definition of FSVP Importer and (ii) Kroger has agreed in writing to be designated on the entry documentation as the FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement equipment that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt pursuant to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135-135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger copies of all Safety Data Sheets (“SDS”) for any applicable products. f. For directly Imported Products, comply Vendor is in compliance with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010Xxxxxxx Xxx 0000, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-anti- corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger AFS Purchase Order, Vendor makes the following representations, warranties and guarantees: a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 404 or 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, meat and poultry and egg products comply with the Federal Meat Inspection Act, Act and the Poultry Products Inspection Act and Egg Product Inspection Act respectivelyAct; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has ; Products have been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); Products will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); Products will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and Products meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger AFS copies of all Material Safety Data Sheets (“SDSMSDS”) for any applicable products. f. For directly Imported Products, comply with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. c. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of Kroger AFS or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. d. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger AFS are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. e. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. f. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger AFS otherwise, it is not a broker or reseller of the Products. l. g. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. h. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. i. The representations, warranties and guarantees contained in this Section 6 run to KrogerAFS, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger AFS and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. KrogerAFS’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive KrogerAFS’s payment, acceptance, inspection or failure to inspect the Products. p. It . j. Vendor will in every manner of its business related to the Kroger AFS Purchase Order and all Products or merchandise delivered to AFS obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

Representations, Warranties and Guarantees. By acceptance of the Kroger GVH Purchase Order, Vendor makes the following representations, warranties and guarantees: : a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 404 or 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, meat and poultry and egg products comply with the Federal Meat Inspection Act, Act and the Poultry Products Inspection Act and Egg Product Inspection Act respectivelyAct; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations. . b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace. c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR § 1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer. d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) (“SFTA”) of which Kroger is aware of, including failure to maintain required records; Vendor assumes responsibility for ensuring loads of Products rejected by Kroger are not sold or distributed unless a qualified individual determines the Products are not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipement that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursunt to SFTA. Vendor’s failure to fulfill the obligations under SFTA under this Section 6(d) will be considered an act or default of Vendor, and a defense to any cargo claim resulting from the condition of vehicles or transportation equipment. None of the provisions in this Agreement in any way limit Vendor’s obligation to mitigate its damages. Vendor acknowledges Kroger shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing. e. Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation, has ; Products have been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); Products will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); The Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); Products will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and Products meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide Kroger GVH copies of all Material Safety Data Sheets (“SDSMSDS”) for any applicable products. f. For directly Imported Products, comply with Kroger’s trucking security program which includes, at a minimum, the following criteria for compliance: 1) select trucking and xxxx carriers that are dependable and willing to participate in security measures, 2) have trained personnel inspect all containers and seals prior to departure, 3) designate a direct route to the port of departure or CFS station, 4) estimate travel time for the trip, 5) monitor actual time to destination, 6) provide a gate in receipt for the trip; and 7) state that the factory understands and is cooperating in this Trucking Security Program. Factory must have a program in place and be able to prove compliance on-site, when asked. g. Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti- bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would consititute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to Kroger. h. c. The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or nameor other proprietary interest of Kroger GVH or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations. i. . d. The price charged, allowances and services furnished, if any, in connection with the sale of Products to Kroger GVH are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor. j. The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign. k. Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to Kroger otherwise, it is not a broker or reseller of the Products. l. The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. m. The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. n. Vendor shall notify Kroger a minimum of thirty (30) days in advance before sourcing from any new supplier. o. The representations, warranties and guarantees contained in this Section 6 run to Kroger, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to Kroger and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. Kroger’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive Kroger’s payment, acceptance, inspection or failure to inspect the Products. p. It will in every manner of its business related to the Kroger Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.