SUPPLIER TERMS & CONDITIONS
Last Updated: July 30, 2026
A. Purchase Terms and Conditions
1. APPLICABILITY
These terms and conditions, together with UNFI’s Supplier Policies and Guidelines, Shipping & Handling Policies and Product Recall and Withdrawal Policy (the “Supplier Policies” and, together with these terms and conditions, the “Terms and Conditions”) shall apply to all purchase orders (each, an “Order”) from United Natural Foods, Inc. and/or its subsidiaries and affiliates (together, “UNFI”) for the purchase of products specified on the face of an Order (the “Products”) from the party to whom the purchase order is addressed (the “Supplier”). Each of Supplier and UNFI is a “Party”, and together the “Parties”.
Notwithstanding the foregoing, if the Parties have mutually executed a supplier agreement (“Supplier Agreement”) covering the Products, the terms of such Supplier Agreement shall prevail over these Terms and Conditions to the extent there is a conflict.
2. ACCEPTANCE OF TERMS
An Order, together with these Terms and Conditions constitutes the sole and entire agreement of the Parties with respect to the Order, and supersedes all prior or contemporaneous understandings, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. THE ORDER EXPRESSLY LIMITS SUPPLIER’S ACCEPTANCE TO THE TERMS AND CONDITIONS OF THE ORDER. Any terms, conditions or provisions of any Supplier quotation, confirmation, order acknowledgement, invoice, or other commercial document sent to UNFI are hereby rejected and shall not constitute additional or modified terms of any Order. Any or all of such proposed terms will not operate as a rejection of the Order, but shall be deemed a proposed material alteration thereof, and the Order will be deemed accepted by Supplier without and not including such proposed terms unless expressly agreed to in writing by UNFI.
3. ACKNOWLEDGMENT OF ACCEPTANCE OF TERMS
By confirming acceptance of an Order and/or by shipping the Products to UNFI, Supplier expressly accepts and agrees to perform in accordance with the Terms and Conditions in respect of the Order and the supply of any other Products to UNFI.
4. ORDERS, SHIPMENT AND DELIVERY
a. Shipment and Delivery.
i. Supplier shall pack and deliver all Products in compliance with the Supplier Policies.
ii. Timing is of the essence for all deliveries. Deliveries shall be made at the time and place and in such quantities as specified in the Order.
iii. UNFI reserves the right to immediately cancel all or any part of any Order, including promotions, if Supplier (1) fails to make progress so as to ensure the timely and proper completion of delivery of Products; (2) becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed on its behalf; or (3) if Product was or is to be manufactured, distributed or sold in violation of any federal, state or local law, regulation, ordinance, or administrative order or rule of the United States or any country or territory in which the Product is manufactured.
iv. Shelf Life. Products must have a shelf life of at least 75% at the time of receipt at the UNFI distribution center (the “Distribution Center”) from which delivery is made to a customer (the “Final Distribution Center”), unless otherwise agreed in advance in writing by UNFI. UNFI shall not bear any responsibility for confirming a Product meets the shelf-life requirement. Supplier is solely responsible for ensuring compliance with the shelf-life requirement upon delivery to UNFI.
b. Title and Risk of Loss. Title to and risk of loss of Products pass to UNFI, free of any encumbrances, on pick-up by UNFI at Supplier's dock or, if applicable, upon delivery to the destination designated by UNFI. All shipments are subject to final count by UNFI at the Final Distribution Center. The Parties agree to work in good faith to resolve any disputes relating to Product count.
c. Packaging, Labelling, or Product Specification Changes. Supplier must notify UNFI in writing of any material changes to Product formulations (including UPC, size, or pack), labels, packaging or organic status no later than ninety (90) days before such change takes effect as set forth in the Supplier Policies.
5. PRICING AND PAYMENTS
a. Pricing and Price Changes.
i. Supplier shall provide the Products to UNFI at the prices set forth in the price list in effect on the Order date.
ii. Supplier shall provide at least ninety (90) days' prior written notice (commencing from the date all forms and information are accurately submitted by Supplier) on all price changes, including changes to off-invoice allowance programs, as set forth in the Supplier Policies. For perishable, fresh produce, unbranded protein products, including eggs and unbranded dairy Products (collectively, “Commodities”) and Products bearing the private label of a retail customer (“Private Label Products”), Supplier may provide shorter notice periods with the prior written approval of UNFI.
b. Invoices. Supplier shall issue invoices to UNFI for all Products ordered in the manner set forth in the Supplier Policies.
c. Payment Terms.
i. Unless set forth on the face of an Order, or otherwise agreed in writing with UNFI, the payment terms set forth in the Supplier Policies and Guidelines shall apply.
ii. The payment date is calculated from the date: (i) UNFI receives the invoice; (ii) the Supplier's invoice is post-marked; or (iii) UNFI receives the Product at the Final Distribution Center, whichever is later.
iii. Funds are considered received by Supplier (i) when UNFI initiates payment by electronic funds transfer or wire; or (ii) if payment is by check, on the postmark date.
d. UNFI's right to set-off. UNFI may set off amounts due by UNFI to Supplier with amounts due by Supplier to UNFI as set forth in the Supplier Policies. Invoices that are offset, whether partially or fully, due to amounts owed to UNFI, discounts, or promotions, are still, if applicable, subject to payment terms discounts for early payment, without regard to any such offsetting amounts, including when Supplier is in debit balance.
e. Deductions. UNFI shall pay invoices net of any and all deductions, chargebacks and fees due and payable by a Supplier at the time the invoice is due as set forth in the Supplier Policies, or as otherwise agreed between Supplier and UNFI and/or its customers. If UNFI cannot deduct such amounts due within 30 days, UNFI shall bill Supplier for such amounts. Any such amounts billed by UNFI to Supplier shall be due immediately.
6. GUARANTEED SALE OF NEW PRODUCTS; REMAINING INVENTORY
a. Guaranteed Sale of New Products. Except for Commodities and Private Label Products, UNFI requires a six (6) month guaranteed sale commitment in respect of new Products on initial purchase orders for each UNFI Distribution Center from the date Products are first received by a Distribution Center. This includes reactivated Products based on the first slot date into a Distribution Center, regardless of whether the Product was previously introduced into another Distribution Center.
b. Remaining Inventory. Except for Commodities and Private Label Products, Supplier agrees that it shall be responsible for all Products in UNFI’s inventory that did not meet the afore-mentioned guaranteed sale requirements, or are determined, in UNFI’s reasonable discretion, to no longer be commercially viable, as well as all Products remaining in UNFI’s inventory upon termination of the Parties’ distribution relationship. UNFI and Supplier shall use commercially reasonable efforts to mitigate remaining inventory risk through promotions, marketing, liquidation, or other methods. However, to the extent any such inventory remains in a UNFI Distribution Center after such efforts, Supplier shall provide UNFI a full refund of unsold Product. Supplier may arrange for prompt pickup or request an alternative method of disposition. For Private Label Products, Supplier will be responsible for all excess, unsold Products in UNFI's inventory at UNFI’s Distribution Center, as well as all remaining Product in UNFI's inventory at the end of Supplier's distribution relationship with UNFI, unless otherwise agreed in writing with the applicable retail customer.
7. INTELLECTUAL PROPERTY RIGHTS. In order for UNFI to market and sell Supplier’s Products, Supplier hereby grants to UNFI and its customers a worldwide, non-exclusive, royalty-free right and license to use and sublicense Supplier’s Product information and associated intellectual property or proprietary rights including, but not limited to trademarks, advertisements, labels, photographs, images, descriptions, packaging and nutritional content (collectively “Product IP Rights”) in connection with UNFI’s sale, distribution and marketing of, and UNFI’s customers’ resale of Supplier’s Products.
8. COMPLIANCE WITH LAWS. Supplier shall comply and shall procure that its employees, agents, and contractors comply with all applicable federal, state and local laws, regulations, ordinances, or administrative orders or rules (“Applicable Laws and Regulations”) including, but not limited to the requirements set out in the Supplier Policies and Guidelines.
9. REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants that:
a. It is free, and has full right and authority, to agree to the Terms and Conditions and to perform all of its obligations pursuant hereunder and thereunder;
b. Intellectual Property.
i. It owns or is authorized to use and further license to UNFI and its customers the Product IP Rights in connection with the sale and marketing of Supplier’s Products (other than Private Label Products) to UNFI and by UNFI and its customers.
ii. The Products and any Product IP Rights do not and will not infringe on the intellectual property rights of any third party.
c. Products.
i. UNFI will receive good and valid title to the Products, free and clear of all encumbrances and liens of any kind.
ii. The Products, including any labeling, advertising and promotional materials, comply with all Applicable Laws and Regulations.
iii. Consumable Products. To the extent the Products are consumable, such Products are fit for human consumption and able to pass without objection in trade.
iv. CBD and Hemp. To the extent any Products consist of or contain CBD or hemp, or are derived from hemp, such Products are (1) outside the Controlled Substance Act definition of marijuana, as set out in 21 U.S.C. § 802(16); (2) are derived from the mature stalks of the Cannabis sativa L. plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks, fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination; (3) not derived from resin; and (4) do not contain a delta9 tetrahydrocannabinol concentration of more than 0.3 percent on a dry weight basis; in addition, (5) if the Product is consumable, all the ingredients in the Product are Generally Recognized As Safe by FDA under their intended conditions of use.
v. Non-food Products. To extent the Products contain non-food items, such Products (1) conform to the specifications for such Product; (2) are merchantable; (3) are free from defects in workmanship, materials and packaging; (4) are free from defects in construction and design; (5) are fit and sufficient for the purpose for which they are intended and/or which is stated on any packaging, labeling or advertising; and (6) are equivalent in materials, quality, fit, finish, workmanship, performance and design to any samples submitted to and approved by UNFI.
d. Human Trafficking and Slavery. Supplier makes best efforts to mitigate the risks of human trafficking and slavery in its supply chain, to include, where appropriate, auditing Supplier’s supply chain.
e. Federal Contracts: Neither Supplier nor its principals (owners/senior officials) are debarred or suspended from U.S. Government procurement programs under the rules prescribed at Title 48 of the Code of Federal Regulations, Subpart 9.4 (48 C.F.R. §§ 9.400-9.409), and Supplier will promptly (and in no event in more than 15 days) notify UNFI of any change in this status, including Supplier's receipt of any notice proposing Supplier for debarment or suspension.
10. QUALITY ASSURANCE AND FOOD SAFETY
a. Quality Assurance and Food Safety. Supplier shall comply with the quality assurance and food safety requirements set out in the Supplier Policies. Should there be a Product withdrawal or recall, Supplier shall immediately notify UNFI and cooperate with UNFI in accordance with UNFI’s Recall & Withdrawal Policy and the Supplier Policies and Guidelines.
b. Unacceptable Products. UNFI may reject or revoke acceptance of Unacceptable Products (as defined in the Supplier Policies); or, if Products are discovered to be Unacceptable Product through no fault of UNFI after resale by UNFI to a customer, UNFI, may, require Supplier to accept return of the Products or dispose of the Products at Supplier’s cost.
c. Right to Audit. Upon prior written notice to Supplier, UNFI shall have the right to audit or have a third-party audit any of Supplier's or Supplier's vendors, co-packers, sub-contractors or service providers facilities related to the Products. In the event of an audit resulting from a food safety issue or recall related to the Products, Supplier shall reimburse UNFI for the costs associated with such audit, which amounts shall be deducted by UNFI.
11. CONFIDENTIALITY.
a. Confidential Information. Confidential information includes all non-public information provided by each Party to the other in connection with the performance of their respective obligations in relation to an Order and the Parties’ distribution relationship, including without limitation, financial information, any reports provided by UNFI to Supplier, information related to Products and pricing, and such other materials, data and information that either Party considers and identifies to be proprietary and confidential (collectively, “Confidential Information”).
b. Obligation of Confidentiality. Each Party shall hold Confidential Information in strict confidence and shall not, without the prior written consent of the other Party, (1) use such information for any purpose other than in connection with the performance of its obligations under this Supplier Agreement, or (2) disclose any Confidential Information to a third-party.
c. Exceptions. The obligations in this Section do not apply to information that: (1) at the time of disclosure is in, or after disclosure becomes part of, the public domain other than as a consequence of a Party’s breach; (2) was known to the receiving Party prior to the disclosure by the disclosing Party, as evidenced by the receiving Party’s written records pre-dating such receipt; (3) was disclosed by a third-party to the receiving Party after the disclosure by the disclosing Party, if such third-party’s disclosure neither violates any obligation of the third-party to the disclosing Party nor is a consequence of the receiving Party’s breach; (4) the disclosing Party authorizes in writing for release; or (5) is subject to a validly issued subpoena from a court or governmental authority of competent jurisdiction, or pursuant to a valid discovery request to which the receiving Party is required to respond, provided that the receiving Party provides the disclosing Party reasonable advance notice of such required disclosure.
12. INDEMNIFICATION.
a. Supplier Indemnification. Supplier shall defend, indemnify and hold harmless UNFI, its affiliates and subsidiaries, and their respective officers, directors, employees, agents, and customers (each, an “Indemnified Party”) from and against any losses, damages, claims, demands, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs and expenses, including, without limitation, costs and expenses of investigation and settlement and reasonable attorneys’ fees and expenses (collectively, “Losses”) incurred by a Indemnified Party and to the extent relating to or arising out of a third-party claim in connection with any of the following: (1) breach of this Supplier Agreement by Supplier; (2) the negligence or willful misconduct of Supplier; (3) the death or injury to any person, damage to any property, or any other damage or loss resulting, or claimed to have resulted, in whole or in part, from: any quality or other defect in the Product, whether latent or patent; failure of the Product to comply with any express or implied warranties; any claim of strict liability in tort relating to the Product; or the acts or omission of any of Supplier’s vendors, co-packers, sub-contractors or service providers; and (4) any recalls or market withdrawals associated with the Product.
b. Notice of Claim and Procedures for Defense. The Indemnified Party shall provide Supplier with reasonable notice of any claim or statement of facts for which it intends to seek indemnification; provided, however, that failure to provide such notice shall not limit Supplier’s obligations hereunder. The Supplier shall assume, at its sole cost and expense, the defense of such claim through counsel reasonably acceptable to the Indemnified Party, provided, however, that that Supplier shall not be entitled to assume the defense of such claim if Supplier failed or is failing to reasonably and in good faith prosecute or defend such claim. In the event the Indemnified Party is not entitled to assume the defense or prosecution of such claim, the Indemnified Party may at its option and sole expense be represented by separate counsel. Other than as provided herein, the Supplier shall have control over the proceedings, including the right to settle; provided, however, that the Supplier may not, absent the written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that 1) provides for any admission of liability on the part of the Indemnified Party or relief other than the payment of monetary damages for which the Supplier shall be solely liable and 2) affects the rights of the Indemnified Party, or 3) does not fully release the Indemnified Party from all liability related to the claim. In no event shall the Indemnified Party be liable for any claims that are settled in violation of this Section.
13. INSURANCE. Without limiting Supplier’s obligations hereunder, Supplier, at its own cost, shall procure, maintain, and keep in full force and effect insurance to protect Supplier and UNFI from all claims that arise out of or result from Supplier’s provision of Products under an Order. Supplier’s insurance must include the coverage set forth in the Supplier Policies.
14. MISCELLANEOUS
a. Publicity. Without the written consent of UNFI, Supplier may not make or issue any public announcement, press release, advertisement, or marketing materials that refer to UNFI, to UNFI’s purchase of Products from Supplier.
b. Notices. All notices must be in writing and shall be sent by (1) United States certified mail, return receipt requested, or (2) delivery on the next business day with a nationally-recognized express courier, or (3) email if a confirmation notice is also sent by one of the other methods of delivery. Notices shall be deemed given as of the date such notice is postmarked, if sent by certified mail, or is placed with an express courier, if sent by express courier, or is delivered, if emailed. Notices shall be sent to UNFI at United Natural Foods, Inc., 15 Park Row West – Suite 302, Providence, Rhode Island 02903, Attn: Legal Department, email: Legal.Notices@unfi.com.
c. Governing Law. The Terms and Conditions and all matters arising out of or relating to the Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
d. Dispute Resolution. In the event of any controversy or claim between the Parties arising out of or related to this Supplier Agreement (a “Dispute”), and prior to initiating any formal legal proceeding, senior management from each Party shall meet (virtually or in person) and endeavor in good faith to resolve the Dispute within thirty (30) calendar days (the “Dispute Period”) following a Party’s written request for such a meeting, specifying the nature of the Dispute. If a Party refuses or fails to so meet, or the Dispute cannot be resolved during the Dispute Period, the Parties shall then promptly initiate and participate in good faith mediation of the Dispute, with the mediator to be selected jointly by the Parties. If a Party refuses or fails to meet in accordance with the foregoing procedures, or refuses to select a mediator, the other Party may bring a suit or proceeding as set forth below. If the Dispute is not resolved pursuant to a mutually agreed written settlement following mediation, either Party may file a claim in arbitration with the AAA, and the Parties shall select an arbitrator pursuant to AAA rules, with any such arbitration to take place in Providence, Rhode Island. The Parties agree that the Commercial Rules of the AAA shall be followed and that the arbitration shall be binding and final. The Parties agree to evenly split the fees and costs of the AAA and the arbitrator(s). Arbitration shall be the exclusive remedy for all disputes except for injunctive actions and enforcement of arbitration awards. SUPPLIER AGREES THAT UNFI AND SUPPLIER ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY JURY. SUPPLIER AGREES THAT ANY ARBITRATION WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS AND MASS ARBITRATIONS AND CLASS AND MASS ACTIONS ARE NOT PERMITTED AND SUPPLIER EXPRESSLY AGREES NOT TO INITIATE OR OTHERWISE PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION INVOLVING ANY DISPUTE WITH UNFI.
e. Assignment. Supplier may not assign any of its rights or obligations under any Order the prior written consent of UNFI.