Johnny Matcha Wholesale Terms and Conditions

Effective Date: Sept 22, 2025

Welcome to Johnny Matcha. These Wholesale Terms & Conditions (“Terms”) govern all wholesale transactions between Johnny Matcha, LLC, a Florida limited liability company (“Seller”), and any wholesale purchaser (“Buyer”). By placing any order, issuing a purchase order, or accepting delivery of Goods, Buyer agrees to be bound by these Terms.

SECTION 1. ORDERS, ACCEPTANCE, AND PRICING

1.1. Order Submission and Acceptance. All orders submitted by Buyer, whether standard or expedited ("Rush Orders"), are an offer to purchase and are expressly subject to acceptance by Seller in its sole discretion. Seller shall be obligated to supply only those products specifically identified in Seller's written order confirmation or invoice (the “Goods”).

1.2. Pricing. Prices are those quoted by Seller or set forth in Seller’s then-current wholesale price list, exclusive of any applicable taxes, duties, and freight charges.

1.3. Price Changes. Seller may adjust pricing upon thirty (30) days’ prior written notice to Buyer. Such adjusted prices shall apply only to orders placed after the effective date of the adjustment.

1.4. Taxes. Prices are exclusive of all sales, use, excise, value-added, and similar taxes, other than taxes on Seller’s net income. Buyer is responsible for such taxes and shall provide a valid resale or exemption certificate where applicable. All payments shall be made without deduction or withholding. If withholding is required by law, Buyer shall increase the payment (gross-up) so that Seller receives the full amount invoiced.

1.5. Rush Orders. Expedited shipment requests (“Rush Orders”) are subject to Seller’s availability and production capacity, and may be subject to a surcharge, increased freight costs, and special handling fees, all as communicated by Seller at the time of acceptance.

SECTION 2. PAYMENT TERMS

2.1. Payment Requirement. Buyer shall pay all invoices in full within the time frame specified on the invoice, or, if none is specified, prepayment in full is required prior to shipment.

2.2. Cleared Funds. Seller has no obligation to release or ship Goods until payment has been received in full and consists of funds that are irrevocably collected and available for Seller’s immediate use (“Cleared Funds”). Shipment timelines shall run from the date Seller receives Cleared Funds.

2.3. Finance Charges. Past-due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, from the due date until paid in full. Buyer shall reimburse Seller for reasonable collection costs, including attorneys’ fees.

2.4. Suspension for Non-Payment. If Buyer fails to make timely payment of any invoice, Seller may immediately suspend shipment of all pending orders and decline to accept additional orders until all outstanding sums are paid in full.

SECTION 3. SHIPPING, TITLE, AND RISK OF LOSS

3.1. Freight Arrangement. Unless expressly agreed otherwise in writing (e.g., in a separate supply agreement), Seller shall arrange for shipping, and Buyer shall pay all shipping, insurance, duties, and related costs. Buyer shall reimburse Seller for any freight or insurance costs Seller may prepay on Buyer's behalf.

3.2. Risk of Loss. Risk of loss or damage to the Goods shall transfer from Seller to Buyer upon Seller’s tender of the Goods to the common carrier at Seller’s designated fulfillment location (the “Facility”). Thereafter, Buyer bears all risk of loss or damage during transit, and Buyer’s sole remedy for loss or damage during transit shall be against the carrier or insurer.

3.3. Title. Title to the Goods shall transfer to Buyer upon Seller’s receipt of Cleared Funds for the applicable invoice. Notwithstanding the earlier transfer of risk of loss under Section 3.2, title shall not pass to Buyer until Seller has received Cleared Funds.

3.4. Buyer-Caused Delays/Costs. If delivery is delayed or incurs additional costs due to Buyer’s acts or omissions (including inaccurate delivery instructions, failure to provide receiving personnel/equipment, or special handling requests), Buyer is responsible for all resulting charges, and Seller may invoice such amounts to Buyer.

3.5. Rush Orders. For Rush Orders, Seller shall arrange shipping. Buyer shall be responsible for all incremental expedited freight, special handling, and insurance costs associated with the Rush request, in addition to standard freight charges unless Seller agrees otherwise in writing.

SECTION 4. INSPECTION AND ACCEPTANCE

4.1. Inspection Period. Buyer shall inspect all Goods within seven (7) days following delivery.

4.2. Claims and Acceptance. Any claim of nonconformity (excluding damage incurred in transit, for which Section 3.2 applies) must be made in writing within the seven (7) day inspection period and be accompanied by reasonable supporting documentation. Failure to provide timely written notice shall constitute irrevocable acceptance of the Goods.

4.3. Remedies. Seller’s sole obligation and Buyer’s exclusive remedy for valid claims of nonconforming Goods under this Section 4 shall be, at Seller’s option, to repair the Goods, replace the nonconforming Goods, or issue a credit to Buyer for the purchase price of the nonconforming Goods, in each case within a commercially reasonable time.

SECTION 5. WARRANTIES AND DISCLAIMER

5.1. Conformity. Seller warrants that, at the time of shipment, the Goods will be safe, unadulterated, fit for human consumption, and will conform to Seller’s then-applicable product descriptions or specifications.

5.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE GOODS ARE PROVIDED “AS IS,” AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, BUT NOT THE IMPLIED WARRANTY OF MERCHANTABILITY.

SECTION 6. PRODUCT INTEGRITY AND BRANDING

6.1. Product Integrity. Buyer shall not alter, dilute, adulterate, blend, substitute, or misrepresent the nature, composition, origin, or quality of the Goods. Buyer shall not make claims about the Goods that are false, misleading, or inconsistent with Seller’s specifications (including grade, country of origin, organic status, sugar content, or serving size).

6.2. Labeling and Compliance. Buyer is solely responsible for compliance with all labeling, packaging, advertising, and marketing laws and regulations in the jurisdictions where Buyer sells the Goods. Buyer shall not make health, dietary, or comparative claims about the Goods without Seller’s prior written approval.

6.3. Traceability. Buyer shall maintain traceability records sufficient to link all finished goods back to Seller’s original lots and shall preserve Seller's lot codes and best-by dates.

6.4. Use of Trademarks. Buyer may not use Seller’s trademarks, logos, or brand names in connection with the Goods except with Seller’s prior written consent.

6.5. Material Breach. Any violation of this Section 6 shall constitute a material breach of these Terms, and Seller may immediately suspend further shipments and require corrective actions, including product withdrawal or recall at Buyer’s expense.

SECTION 7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION), WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SALE OF GOODS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

SECTION 8. CONFIDENTIALITY

Buyer shall keep confidential all non-public information received from Seller, including but not limited to pricing, sourcing information, product specifications, and forecasts (“Confidential Information”), and shall use such information solely to perform its obligations in connection with the purchase and resale of Goods. These obligations survive for two (2) years after disclosure, or as long as the information remains non-public, whichever is longer.

SECTION 9. GOVERNING LAW AND VENUE

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Pinellas County, Florida.

SECTION 10. MISCELLANEOUS

10.1. Entire Agreement. These Terms, together with Seller’s invoice and order confirmation, constitute the entire agreement between the Parties regarding the sale of Goods and supersede all prior or contemporaneous agreements or communications.

10.2. Amendment. Seller may amend these Terms from time to time by posting an updated version at johnnymatcha.com/wholesale-terms. The version in effect as of the Buyer’s order date shall apply to that order.

10.3. Indemnification. To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees and product withdrawal/recall costs) arising out of or relating to: a. Buyer’s marketing, labeling, packaging, storage, handling, repackaging, alteration, blending, dilution, substitution, or misrepresentation of the Goods; b. Buyer’s breach of these Terms; or c. Any claim by Buyer’s customers or end-users relating to the Goods after risk of loss has transferred to Buyer under Section 3.2, except to the extent caused by Seller’s gross negligence or willful misconduct. Seller’s indemnification obligations under this Section 10.3 are limited to the greater of (i) the total amounts paid by Buyer to Seller under these Terms during the twelve (12) months preceding the event giving rise to the claim, and (ii) the limits of Seller’s applicable product-liability insurance available for such claim.

10.4. Force Majeure. Seller shall not be liable for any delay or failure to perform to the extent caused by events beyond its reasonable control (including acts of God, labor disputes, epidemics, governmental actions, or transportation failures).

10.5. Severability and Waiver. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver.

Johnny Matcha, LLC

johnnymatcha.com • info@johnnymatcha.com