Credit Agreement & Terms and Conditions of Sale

This Credit Agreement and Terms & Conditions ("Agreement") is entered into by and between Anthem Coffee Imports ("Anthem") and the undersigned customer ("Customer") for the purpose of establishing and governing a commercial credit account and all purchases made from Anthem.

This Agreement applies to all sales of green coffee, services, and related products provided by Anthem to Customer, whether ordered by purchase order, email, online portal, or any other method.

1. Payment Terms

Payment is due according to the payment terms stated on the applicable invoice, order confirmation, or purchase order. If no payment terms are stated, payment is due upon receipt.

Payments are deemed received only when collected funds are deposited into Anthem's designated account.

2. Late Payment Penalty

Any invoice not paid by its stated due date shall be considered past due and in default under this Agreement.

A late payment charge will be assessed in an amount equal to the greater of:

• (a) $50, or
• (b) 3% per month of the outstanding invoiced balance,

calculated from the day following the due date until the balance is paid in full.

Additionally, any late payment automatically forfeits:

• All reward points, credits, or promotional incentives, and
• Any discount applied for connecting a bank account or paying via ACH, including the standard 3% ACH discount, which will be reversed and added back to the outstanding balance.

3. Returned Payment / NSF Fees

Any returned check, rejected ACH, or failed electronic payment will incur a $50 returned-payment fee, plus any bank charges incurred by Anthem.

4. Suspension of Shipments

Anthem may suspend shipments, withhold release of inventory, or refuse new orders if any invoice is past due or if Anthem determines, in its sole discretion, that Customer's creditworthiness has changed.

5. Collection Costs

Customer agrees to pay all reasonable attorneys' fees, court costs, and collection expenses incurred by Anthem in enforcing this Agreement.

6. Customer Representations

Customer represents that all information provided to Anthem is true and accurate, and that each person submitting orders is authorized to bind Customer.

7. Financial Statements

If Customer has entered into any forward contract, reservation, pre-booking, or other agreement under which Anthem is obligated to deliver green coffee to Customer at a future date, then upon Anthem's reasonable request and with ten (10) days' notice, Customer shall provide its most recent financial statements, including a balance sheet and income statement.

This information will be used solely to evaluate Customer's ability to perform under such future-delivery obligations.

8. Right to Revoke or Adjust Credit

Anthem may, at any time and in its sole discretion, reduce, suspend, or revoke Customer's credit limit or require cash-in-advance terms.

9. Price Changes & Market Volatility

Coffee is a globally traded commodity subject to rapid price fluctuations. All quotes are subject to change until a purchase order is accepted by Anthem.

10. Force Majeure

Anthem is not liable for delays caused by events beyond its control, including port delays, customs holds, strikes, weather, transportation disruptions, or supplier failures.

11. Security Interest (PMSI)

To secure payment of all obligations under this Agreement, Customer grants Anthem a purchase-money security interest (PMSI) in all goods purchased from Anthem, including inventory and proceeds. Customer authorizes Anthem to file UCC-1 financing statements to perfect this interest.

12. Governing Law

This Agreement is governed by the laws of the State of Kansas, without regard to conflict-of-law principles.

13. Arbitration Agreement

Any dispute, claim, or controversy arising out of or relating to this Agreement, any sale of goods, or the relationship between the parties shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

The arbitration shall be conducted by one arbitrator in Johnson County, Kansas, and the arbitrator's decision shall be final and binding.

The parties waive any right to a jury trial or to participate in a class action, class arbitration, or representative action.

Anthem may seek temporary or preliminary injunctive relief in court to protect its security interest or prevent dissipation of collateral, without waiving arbitration for all other issues.

14. Credit Report Authorization

Customer authorizes Anthem to obtain credit reports and financial information regarding Customer and its owners or guarantors at any time in connection with the extension or continuation of credit.

15. Entire Agreement

This Agreement supersedes all prior agreements and may be amended only in writing signed by Anthem.