NEW VENDOR PACKET

Please fill out and return the attached forms.

In addition to these forms, we will need:

1. A copy of your Certificate of Insurance naming us as additionally insured ($2 Million). In the certificate holders' box, it should read:
   
   Carbonella & DeSarbo
   50 E. Industrial Road
   Branford, CT 06405
   
   
2. A copy of your most recent inspection or audit of your facility with the score you obtained. Just the certificate with the score. If any of the products that you carry have been irradiated, we will need to see that section of your HACCP plan.
   
3. Digital photos of each item and nutritional sheets for each.

Thank you

You can save your progress on this form at any time and come back to complete it later. Use the SAVE button at the very bottom.

The undersigned person or entity (Seller) for value received hereby represents and agrees as follows:

1. The product contained in any shipment or delivery made by seller, its subsidiaries, or divisions (Product) made to or on the order of Native Maine Operations (Collectively) referred to as Buyer are hereby guaranteed, as of the date of such shipment or delivery. For products other than meat and poultry, (a) to not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act. (The Act) and (b) to not be an article that cannot be introduced into interstate commerce under the provisions of Sections 404 and 505 of The Act for meat and poultry products only, (c) not to be adulterated or misbranded within the meaning of the Federal Meat inspection Acts, and the Poultry Products inspection Acts; and (d) is not an article which cannot be introduced into interstate commerce under such Acts. And for all products (e) to be fit for human consumption, and (f) to be in compliance with all applicable Federal, State, and local laws.
   
   
2. Seller agrees to defend, indemnify and hold harmless Buyer and its employees, agents, representatives, directors, and customers(individually, an "indemnitee") from all actions, suits, claims, demands, and proceedings ("claims"), and any judgments, damages, losses, debts, liabilities, penalties, fines, costs and expenses(including reasonable attorney's fees) resulting therefrom, including but not limited to enforcement of the terms of this Hold Harmless Agreement and Guaranty/Warranty of product ("Agreement and Guaranty"), whether arising out of contract, strict liability, misrepresentation, violation of applicable law and/or any similar cause whatsoever.
   (i) Brought or commenced by Federal, State, or local governmental authorities against any indemnitee alleging that any product shipped or delivered by the seller to or on the order of buyer did not, as the date of delivery, meet the guarantee set forth in paragraph 1: or,
   (ii) Brought or commenced on any employee (statutory or other), agent, representative, officer, and director of the seller or its contractors and subcontractors for personal injury, death or loss or damage of property arising out of or alleged to have arisen out of occurrence on owned, leased, permanent, or temporary property or premises of buyer, whether or not such claims are caused or alleged to be caused by the joint and/or concurrent negligence of buyer; provided, however, that the seller's indemnification obligation shall not apply to the extent that claims are caused by the sole
   (iii) Brought or commenced by any person or entity against any indemnitee for the recovery of damages, including but not limited to, the injury. illness and/or death of any person, or loss or damage of property, arising out of or alleged to have arisen out of (a) the delivery, sale, resale, labeling, use, or consumption of any product, or (b) the negligent acts or omissions of Seller: provided, however, that the seller's indemnification obligations hereunder shall not apply to the extent that claims are caused by the negligence of the indemnitee seeking indemnification, notwithstanding the foregoing limitation on Sellers indemnification obligations, Seller shall defend each indemnitee for all claims until such time as a preponderance of the evidence exists that the claims are caused by the negligence of such indemnitiee: provided however, that the sellers defense obligations with respect to the remaining indemnities shall continue until terminated as provided in this sentence.
   
   Seller's agreement to maintain and provide insurance on behalf of buyer under paragraph 3 is a result of the requirement for indemnity and defense outlined in Paragraph 2. Indemnitee shall notify Seller promptly of the service of process or the receipt of actual notice of any claim. Seller shall have a reasonable opportunity to defend against such claim, at the sellers sole expense and through legal counsel reasonably acceptable to the indemnities, provided that the seller proceeds in good faith, expeditiously and diligently, and provided futher that such defense by seller shall not jeopardize indemnities defenses to such claim(s Each indemnitee shall, at its option and expense, have the right to participate in any defense undertaken by seller with legal counsel of its own selection. The indemnitees shall provide Seller with reasonable cooperation in Seller's investigation and defense of any claim, at Seller's expense.
   
   
3. Seller agrees to maintain in effect insurance coverage with reputable insurance companies covering workers compensation and employers liability. Commercial general liability, including product liability and excess liability, all with such limits as are sufficient in Buyer's reasonable judgment, to protect Seller and Buyer, from the liabilities insured against by such coverage's, and upon request of Buyer, Seller shall promptly furnish complete certified copies of all of the Supplier's insurance policies, including all endorsements evidencing such coverage. Seller's insurance described hereon shall be primary and not contributory with Buyers insurance. Seller shall furnish a certificate evidencing the obligation of its insurance carriers not to cancel or materially amend such policies without thirty (30) days prior written notice to Buyer. In addition, Buyer shall be named as an additionally insured with respect to (i) the commercial liability policy including products liaibility,using form CG 20 15 Broad form Vendors Endorsement or its equivalent. (ii) Excess/umbrella liability policies by way of following-form provisions or otherwise. All policies shall provide waivers of subrogation in favor of Buyer. The obligation to provide insurance set forth in this paragraph is separate and indepenant of all other obligations contained in this Agreement and Guaranty.
4. This Agreement and Guaranty constitutes the final, complete, and exclusive agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, written or oral, between the parties with respect thereto, and supersedes any form warranty, or other indemnification tendered by seller, whether before or after the date hereof.

I hereby authorize Native Maine Operations, d/b/a Native Maine Produce & Specialty Foods to deposit payments for invoices via ACH into our bank account.

PERMISSION TO USE PHOTOGRAPHS

THIS FORM ALLOWS US TO USE YOUR PHOTOGRAPHS FOR PROMOTIONAL MATERIALS, SOCIAL MEDIA AND ON OUR WEBSITE.

I authorize Carbonella & Desarbo to use trademark photographs in their promotional materials, for the purposes of sales & marketing activities.

I acknowledge the terms and conditions of this release form.

Carbonella & Desarbo reserves the right to reproduce these photographs for commercial use.