Commercial Customer Terms and Conditions
Second Nature Brands Customer Terms & Conditions: 8/30/26
1. Key Commercial Terms Summary
- Order Submission: EDI or Email only
- Payment terms: Net 30
- Order Minimums: Ambient 2,000 lbs | Temp-Control 500 lbs.
- Lead time: 14 calendar days standard
- Claims window: 5 business days
In the event of conflict, the full Terms & Conditions below ("Terms") govern.
2. Order Placement:
Orders are accepted exclusively via EDI (Electronic Data Interchange) or email. Orders submitted by phone or other methods will not be accepted. All sales are subject to the Customer's acceptance of these standard terms and conditions of sale. Second Nature Brands does not accept different or additional terms that may be contained on the Customer's purchase order unless previously agreed upon.
3. EDI:
Second Nature Brands encourages Customer transactions via EDI for payment and transactions, with pre-approved vendor partners (ordering, invoicing, and payment).
Second Nature Brands supports the following EDI transaction sets: EDI transactions are:
850, 875, 810, 860, 820, 855, 856, 880, 940, 945.
Supported EDI Versions: x12 4010 or x12 5010
4. Order Lead Time & Product Delivery:
Lead time on all delivered orders must comply with Second Nature Brands' 14 calendar day lead time.
For Display Vehicles (shipper, quarter pallet, pallet), orders must be forecast in the month prior or must provide 6-week lead time.
Lead times begin next business day from day order received.
Any revision to an existing purchase order may require normal product lead times.
Second Nature Brands's ability to meet the Customer's (the party purchasing products from Second Nature Brands under these Terms) Requested Delivery Date (RDD) on a Customer purchase order is subject to availability of appointments at a Customer's distribution center (DC). Detention charges could be passed on to Customers if detention is deemed to be excessive. Lumper charges will not be excessive. Excessive detention will be determined per carrier invoice and industry standards. Second Nature Brands shall not be liable for failure or delay due to events beyond reasonable control, including acts of God, labor disruptions, transportation failures, or governmental actions.
5. Order Minimums:
Second Nature Brands enforces a minimum order requirement of 2,000 lbs per purchase order for Ambient products (products that do not require temperature-controlled storage or transportation, including Second Nature Brands, Kars, Sahale, Brownie Brittle, Voortman). Second Nature Brands enforces a minimum order requirement of 500 lbs. per purchase order for Temperature-Control products (Sanders). Orders not meeting minimum order quantity (MOQ) requirements will be held and the Customer will be notified. A revision is required from the Customer to add weight to the order to be processed for fulfillment.
6. Invoice Payment and Terms:
Payment Terms Net 30 days. All credit terms are subject to Second Nature Brands credit review.
All price discrepancies will be resolved prior to shipment. Invoice deductions will only be honored with appropriate backup documentation at the time of deduction. Customers may not offset, deduct, or withhold payment from invoices except as expressly permitted under these Terms and with required documentation.
Second Nature Brands requires Customers to pay invoices via ACH, EFT or Wire transfer. For all non-compliant payment types (e.g. checks) a 5% handling and processing fee will be assessed
Customers who believe an invoice is inaccurate must provide Second Nature Brands with written notice of the disputed claim within 5 business days of receipt of invoice.
Second Nature Brands will establish individual customer credit limits and reserves the right to enforce a credit hold and withhold orders when that limit has been met.
7. Order Changes and Cancellation:
Second Nature Brands ("SNB") cannot accept revisions once the warehouse has been given the order for fulfillment (between 7-10 days before RDD). Once the order has been staged for shipping, it cannot be cancelled. Restocking fees of up to fifteen percent (15%) of the affected order value may apply for cancellations or material changes made fewer than 8 business days before RDD. SNB shall provide Customer with written notice of any restocking fee prior to its application.
8. Price Confirmation:
Customers may request formal pricing confirmation. SNB reserves the right to modify product pricing; provided, however, that SNB shall provide Customer with not less than sixty (60) days' prior written notice of any price increase, specifying the affected products, the new pricing, and the effective date. Price increases shall not apply to purchase orders accepted by SNB prior to the effective date of the increase. In the event of a price increase exceeding ten percent (10%) of the then-current price for any product, Customer may, within thirty (30) days of receiving notice, cancel any open orders for the affected products without penalty and without obligation to accept further shipments at the increased price. Pricing for all orders shall be as set forth in SNB's then-current price list unless otherwise agreed in writing between the parties.
9. Product Guarantee:
Shelf-life guarantee to Customers is a minimum of 180 days at time of delivery. Does not apply to Customer-held inventory beyond 180 days.
10. Collect/Customer Pickup Orders:
Collect order pickups require an appointment with a minimum of 48-hour notice prior to arrival. Customer takes ownership of shipment upon departure from SNB's warehouse. Any damage incurred after pickup must be addressed with the Customer's chosen carrier.
11. Backorders:
Second Nature Brands neither accepts nor automatically generates backorders. Consequently, when product shortages occur, Customer Service will advise the Customer and advise on the next product availability date so the Customer can coordinate reordering.
12. Order Discrepancies:
Orders are subject to final confirmation of quantities, items and price at the time of delivery by Second Nature Brands' customer service department. Customers shall carefully examine products at the time and place of delivery and advise Second Nature Brands of any damage or shortages prior to signing the delivery receipt. Discrepancies noted upon receipt of goods must be communicated to Second Nature Brands within 5 days of receipt. Failure to advise Second Nature Brands of such damage or shortage will relieve Second Nature Brands from any claim by Customer for any alleged damage or shortage. For detail and required documentation, please refer to the Freight Claims and Returns Policy.
13. Product Returns:
All sales are final except as expressly provided in these Terms.
Rejected product from the delivery PO should be returned on the truck at time of delivery. Returned products from prior deliveries need prior approval and scheduled appointment time for pick up.
Products may not be returned to Second Nature Brands without Second Nature Brands prior return authorization ("pick-up" request). All Product returns must be authorized by Second Nature Brands in appropriate circumstances, (products which are rightfully rejected for non-conformance to the accepted order (overage, damage or receipt of wrong item). A return for any other reason will need special approval. Any amount credited to the Customer account will be based upon Second Nature Brands price list in effect on the date of acceptance of the Customer's order. Title to all returned Products shall revest to Second Nature Brands.
For detail and required documentation, please refer to the Freight Claims and Returns Policy.
14. Freight Claims and Return Policy:
To be eligible for credit or dispute resolution, Customers must report shortages and/or damages promptly and provide required documentation. Late or unsupported claims may be denied, and deductions may be contested.
Shortages must be reported in writing within 5 business days of delivery to allow timely investigation while goods are fresh, and cycle counts/inventory checks remain feasible. All shortage claims must be emailed to a dedicated shared mailbox: claims@secondnaturebrandsus.com.
Claim must be accompanied by the following documentation:
- Customer's copy of the signed Proof of Delivery (POD) / Bill of Lading (BOL) clearly noting the shortage (e.g., specific quantity short, not vague "STC – subject to count").
- Any receiving count sheet or discrepancy report from the Customer's warehouse.
- Invoice number, Sales Order number, Customer PO number, and specific item(s)/SKU(s) claimed short (with case quantities).
- Photos of the received shipment/pallets (if applicable, especially if partial pallet or visible issues).
Unsubstantiated claims or returns will not be honored.
Claims missing required documentation or reported after the deadline may be denied. Deductions without support will be disputed in the Customer portal, and repeated unsupported deductions may trigger escalation to Sales for relationship discussion (e.g., potential hold consideration, though subject to leadership approval).
15. Vendor Compliance Fines & Penalties:
Deductions may be taken only for the agreed upon reasons below. All deductions must be taken within 10 business days of product receipt and must be accompanied by appropriate documentation as outlined below. If invalid deduction is taken by Customer outside of the outlined terms, Customer agrees to pay back the deducted amount.
- Shortage – Defined as billing for greater quantity than that which was received. Appropriate deduction backup documentation is the Bill of Lading signed by the Customer's receiving department which is valid only if the quantities reflected match those on the freight carrier's copy.
b. Deductions pursuant to contractual agreements with formal signature by both parties.
c. Damage - Defined as product received in a damaged condition rendering it unsaleable. Appropriate deduction backup documentation includes photographs of the damaged product and packaging, the signed Bill of Lading noting damage, and a detailed damage report.
d. Pricing Error - Defined as a discrepancy between the agreed price and the invoiced price. Appropriate deduction backup documentation includes the applicable purchase order and price confirmation.
Deduction backups can be emailed to: ar@karsnuts.com or ar@sanderscandy.com.
SNB believes that all performance standards should be managed through communication and cooperation. SNB does not levy fines, fees, penalties or service charges upon Customers and does not honor any such penalties or fines which Customers may seek to impose upon SNB. This list includes and is not limited to invoice price, promotion and shipment discrepancies to include quantity, shortages, damages, overages, timing; EDI non-compliance, UCC/UPC/GTIN non-compliance, changes in routing, shipments deemed late to Customer RDD and/or appointment, shipping, Customer-specific shelf life requirements, labeling, pallet quality/type and Customer-specific shipping requirements. SNB will honor Customer charges where SNB service failure has caused the Customer out of pattern costs (additional unloading labor, etc.). These costs will be honored if they are reasonable and activity based.
16. Unsaleable Product & Swell:
SNB's policy relative to unsaleable products is intended to be fair and equitable. SNB offers a swell allowance which is equitable and efficient to all parties. Participating in a swell allowance program is mandatory to achieve best pricing. The swell/reimbursement rate is based on the shared benefits and responsibilities for removing these products from the distribution system and will be consistently executed across all SNB Customers. This rate will be established annually by SNB and will not exceed 1.5% of gross sales.
SNB agrees to share the responsibilities for unsaleable products as shown below.
| SNB Responsibility | Customer Responsibility |
|---|---|
|
|
17. Post Audits:
Post-audits must be performed on transactions no older than 36 months prior to the current date. Any pricing, promotional, or other claims must include all invoices, purchase orders and promotion requests/deal sheets approved by our staff pertaining to each individual deduction. The Customer should allow Second Nature Brands 60 days after submitting post audits for Second Nature Brands to research and validate them, before any deductions are taken
Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY. SUBJECT TO THE FOREGOING EXCLUSIONS, SNB'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SNB FOR PRODUCTS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SNB DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SNB's sole warranty is that products shall conform to their applicable specifications and labeling at the time of delivery.
Governing Law. These Terms and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation within thirty (30) days of written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may initiate binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in the State of Michigan. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.
18. Second Nature Brand Accounts:
Accounts Receivable/ Credits/Billbacks: Kars Nuts, Second Nature, Sahale, Brownie Brittle, Voortman - ar@karsnuts.com
Receivable Contacts:
Sanders Candy: ar@sanderscandy.com
Indemnification. Customer shall indemnify, defend, and hold harmless SNB and its officers, directors, employees, and agents from and against any and all third-party claims, actions, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Customer's improper handling, storage, or resale of products after delivery; (ii) any breach by Customer of its obligations under these Terms; or (iii) Customer's negligence or willful misconduct. (c) The indemnifying party's obligations under this section are conditioned upon the indemnified party providing prompt written notice of any claim and reasonable cooperation in the defense thereof.
Confidentiality. Each party agrees to hold in confidence all non-public information received from the other party in connection with these Terms, including but not limited to pricing, product formulations, trade secrets, and business strategies ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or regulatory authority. This obligation shall survive termination of the commercial relationship for a period of three (3) years.
Intellectual Property. All trademarks, trade names, logos, and branding associated with SNB's products ("SNB Marks") are and shall remain the exclusive property of SNB. Customer shall not use SNB Marks in any manner other than as they appear on the products as supplied, without SNB's prior written consent. Customer shall not alter, remove, or obscure any SNB Marks or packaging. Any marketing materials or promotional content featuring SNB Marks must be approved by SNB in writing prior to use.
These terms and conditions are effective as of 8/30/26. All previous Terms and Conditions are no longer applicable.
