Exhibit B to the Master RaaS Agreement
Effective date: 10/01/2026
1. Application and definitions
These Ingredient Supply Terms govern the supply by OLOSO INC (“OLOSO”) to a business customer (“Customer”) of beverage concentrates in bag-in-box format (“BIB Products”) and of cups, lids, straws, sealing film, labels, cleaning chemicals, filters and other consumables (“Consumables”, and together with BIB Products, “Products”).
They form Exhibit B to the Master RaaS Agreement and also apply to every purchase of Products through the OLOSO online shop. In respect of Products they prevail over the Online Shop Terms of Sale to the extent of any conflict; the Online Shop Terms of Sale continue to govern ordering, payment, shipping, title, risk, inspection, claims and returns except as varied here.
2. Approved ingredients
2.1 Obligation. Customer must use in OLOSO Equipment only BIB Products supplied by OLOSO, and only Consumables supplied or expressly approved in writing by OLOSO.
2.2 Rationale. This requirement exists because the Equipment is calibrated to the viscosity, density, solids content, dilution ratio and packaging geometry of the specific BIB formats it is configured to dispense; because dosing accuracy, dispensing hygiene, the validated cleaning and sanitation cycles and the equipment’s food-safety controls are established against those formats; because lot-level traceability from finished beverage back to raw material — on which any withdrawal or recall depends — is only achievable where every input is identified; and because OLOSO cannot maintain equipment warranty, service obligations or food-safety documentation in respect of inputs it has not qualified.
2.3 Approval of alternatives. Customer may request approval of an alternative source or product. OLOSO will consider a request but is not obliged to grant it, and approval may be conditioned on qualification testing, specification and certificate of analysis documentation, indemnities, recalibration at Customer’s cost, and adjustment of warranty and service terms. Approval must be in writing and applies only to the product, source, site and period stated.
2.4 Consequences of unapproved use. Use of unapproved ingredients or Consumables in the Equipment: voids the equipment warranty and any service obligation in respect of any resulting condition; entitles OLOSO to charge for resulting service, parts, recalibration and cleaning; transfers to Customer all responsibility and liability for the resulting beverage, including food-safety, labelling and allergen consequences; and is a material breach of the Master RaaS Agreement.
2.5 No minimum purchase. OLOSO does not currently impose a minimum order value or a periodic minimum purchase commitment. Any minimum purchase commitment applies only if expressly stated in an Order Form. The free-shipping threshold is not a minimum purchase requirement. OLOSO reserves the right to introduce a periodic minimum purchase commitment for future terms on renewal, on notice given before the renewal date.
3. Product information
3.1 What OLOSO provides. OLOSO will make available to Customer, for each BIB Product, the current product specification, ingredient statement, allergen statement and nutrition information, in each case as provided to OLOSO by its supplier, together with the certificate of analysis for a supplied lot on request.
3.2 Basis on which it is provided. That information is passed through from OLOSO’s supplier. OLOSO does not independently test, verify, audit or re-analyse it, and gives no warranty as to its accuracy, completeness or currency beyond the conformity warranty in clause 6. OLOSO’s obligation is limited to passing on the current version it has received and to notifying Customer of a change of which OLOSO’s supplier has notified OLOSO.
3.3 Customer’s obligation. Customer must use the current version, must check it before publishing any menu, label, sign or customer communication, and must not reproduce, summarise or translate it in a way that alters its meaning. Customer is solely responsible for all point-of-sale ingredient, allergen, nutrition, calorie and menu-labelling disclosure for the beverages it prepares and sells, and for any obligation arising from its own recipe modifications, substitutions, additions, garnishes or serving sizes.
3.4 Changes. Formulations, specifications, packaging and labelling may change. OLOSO will use reasonable efforts to notify Customer of a material change of which it is notified, but is not liable for a change made by a supplier or manufacturer, or for any consequence of Customer’s continued use of superseded information.
4. Prices and price changes
4.1 Prices. Prices are those in OLOSO’s then-current published price list or as stated in the applicable Order Form.
4.2 Changes. OLOSO may change Product prices at any time on thirty (30) days’ written notice, which may be given by email, by notice in the online shop or in the customer portal. A changed price applies to orders placed on or after the effective date of the change. Orders already accepted are unaffected.
4.3 Immediate pass-through. Notwithstanding clause 4.2, OLOSO may pass through with immediate effect and without prior notice any new or increased duty, tariff, customs charge, levy, surcharge, import restriction or similar governmental imposition affecting the Products or their inputs, and any freight, fuel or carrier surcharge. OLOSO will notify Customer as soon as reasonably practicable.
4.4 No cap and no price protection. There is no cap on the amount of any price change. OLOSO gives no price protection, most-favoured-customer, benchmarking or price-matching commitment. Customer’s remedy in respect of any price change is to stop ordering the affected Product; a price change is not a breach, is not grounds for termination of the Master RaaS Agreement, and does not suspend, reduce or abate any rental or other payment obligation.
5. Storage, handling and shelf life
5.1 Customer obligations. Customer must store, handle, rotate and use Products strictly in accordance with the labelling, the product specification and applicable food-safety law, including temperature, humidity, light, seal integrity and opened-shelf-life requirements; must rotate stock by expiry date; must not use Product after its expiry or best-before date; must not decant, dilute, combine, re-package or transfer Product other than as the specification permits; and must keep BIB Products in their original packaging with lot identification legible until the product is exhausted.
5.2 Consequence. OLOSO has no liability whatsoever in respect of any Product that has been stored, handled, transported, rotated or used otherwise than in accordance with clause 5.1, and any warranty, claim right and remedy in respect of that Product is void.
5.3 Shelf life. Clause 9 of the Online Shop Terms of Sale (first-expired-first-out rotation, no undertaking as to lot age, the 90-day standard, and the five business day claim window) applies to all supplies of BIB Products, whether ordered through the online shop or otherwise.
6. Warranty and disclaimer
6.1 Limited warranty. OLOSO warrants that, at the time of delivery, each BIB Product will conform in material respects to the product specification supplied for it.
6.2 Sole remedy. Customer’s sole and exclusive remedy, and OLOSO’s entire liability, for breach of clause 6.1 is, at OLOSO’s option, replacement of the affected Product, an account credit, or refund of the price paid for the affected Product, in each case subject to Customer having complied with the claim requirements in clause 8 of the Online Shop Terms of Sale.
6.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN CLAUSE 6.1, TO THE MAXIMUM EXTENT PERMITTED BY LAW OLOSO DISCLAIMS ALL WARRANTIES IN RESPECT OF THE PRODUCTS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. OLOSO gives no warranty as to taste, consumer acceptance, sales volume, yield per bag, cost per cup, margin or any commercial outcome.
7. Traceability, withdrawal and recall
7.1 Customer records. Customer must maintain records identifying, for each lot of BIB Product received, the date of receipt, the quantity, the equipment and location in which it was used, and the dates of use, and must retain those records for not less than two (2) years and produce them to OLOSO within twenty-four (24) hours of request.
7.2 Notification by Customer. Customer must notify OLOSO by email and telephone within twenty-four (24) hours of becoming aware of any actual or suspected contamination, adulteration, spoilage, foreign matter, labelling error, undeclared allergen, illness, injury, consumer complaint alleging harm, product tampering, or regulatory contact or inspection concerning any Product or any beverage produced from it.
7.3 Control of communications. OLOSO controls the content and timing of any withdrawal or recall communication concerning OLOSO-supplied Product. Customer must not issue any public statement, press release, customer notice, social media post or regulatory report that names OLOSO, TEDIA, any supplier or any OLOSO Product without OLOSO’s prior written approval, except where and to the extent Customer is required by law to act immediately, in which case Customer must notify OLOSO at the same time and provide a copy.
7.4 Customer’s obligations on recall. On notice from OLOSO, Customer must immediately cease use and sale of the affected lots, quarantine and identify affected stock, report quantities received, used and on hand, cooperate fully, and follow OLOSO’s instructions as to return, disposal or destruction, including photographic evidence.
7.5 Costs. OLOSO’s entire liability in respect of any withdrawal or recall of Product is limited to replacement or refund of the affected Product under clause 6.2. OLOSO is not liable for, and Customer bears, Customer’s own costs of withdrawal, retrieval, quarantine, disposal, cleaning, recalibration, customer notification, refunds to consumers, lost sales, business interruption, reputational harm, staff time or remediation.
7.6 Where the cause is Customer’s. Where a withdrawal or recall arises wholly or partly from Customer’s storage, handling, cleaning, preparation, labelling, use of unapproved ingredients, or breach of these Ingredient Supply Terms, Customer will reimburse OLOSO for all costs OLOSO incurs, including investigation, testing, retrieval, replacement, notification, regulatory response and legal fees.
7.7 Supplier arrangements. OLOSO’s suppliers maintain documented traceability and recall procedures, lot-level records, certificates of analysis and retained samples. OLOSO will use commercially reasonable efforts to obtain and provide relevant lot documentation on request, but does not guarantee the performance of any supplier or manufacturer and is not liable for a supplier’s or manufacturer’s act, omission, delay or failure, except to the extent of OLOSO’s own obligations under clause 6.1.
8. Supply interruption
8.1 Allocation. If OLOSO is unable to supply a Product in the quantities ordered, OLOSO may allocate available supply among its customers on any basis it considers reasonable, and may substitute a Product of substantially equivalent specification on notice.
8.2 Remedy. Customer’s sole and exclusive remedies are: (a) acceptance of the substitute Product; (b) cancellation of the undelivered portion of the affected order and refund of amounts paid for it; and (c) where OLOSO is unable to supply a BIB Product required for the operation of the Equipment, and no substitute is accepted, for a continuous period exceeding thirty (30) days, a credit against the next invoice equal to the daily rental for the affected Equipment for each day beyond that period on which the Equipment could not be operated for that reason.
8.3 What supply interruption is not. Supply interruption, however prolonged, is not a breach of the Master RaaS Agreement, is not grounds for its termination, does not entitle Customer to return the Equipment, does not entitle Customer to use unapproved ingredients, and does not give rise to any liability of OLOSO beyond the credit in clause 8.2(c). Customer expressly waives any right to cover, to damages for non-delivery, or to any other remedy in respect of supply interruption.
8.4 Third-party sourcing. Customer may source an alternative product only with OLOSO’s prior written approval under clause 2.3. OLOSO may grant approval limited to the duration of the interruption.
9. Liability
9.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLOSO IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS OR DATA, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THE PRODUCTS.
9.2 Cap. OLOSO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
9.3 Carve-out. Clauses 9.1 and 9.2 do not apply to liability for death or personal injury caused by OLOSO’s gross negligence, or to any other liability that cannot lawfully be excluded or limited.
9.4 Indemnity by Customer. Customer will indemnify, defend and hold harmless OLOSO and its affiliates against any claim, loss, liability, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to Customer’s storage, handling, preparation, dilution, combination, modification, dispensing, labelling, marketing or sale of any beverage, its point-of-sale disclosures, its use of unapproved ingredients or Consumables, its breach of these Ingredient Supply Terms, or any claim by a consumer or third party in respect of a beverage prepared or sold by Customer — except to the extent the claim arises from a failure of the Product to conform to its specification at the time of delivery.
10. General
These Ingredient Supply Terms may be amended by OLOSO on thirty (30) days’ notice, except that a change to clause 2 (approved ingredients) during the committed term of a Master RaaS Agreement requires Customer’s agreement. Clauses 3.3, 5, 6, 7, 9 and 10 survive termination. Governing law and dispute resolution are as stated in the Master RaaS Agreement, clause 20. The English-language version controls.