Terms of Sale

Nuka Distribution Inc.

Effective Date: October 8, 2026

1. Purpose and Scope

These Terms of Sale govern wholesale transactions between Nuka Distribution Inc. ("Nuka Distribution," "we," "our," or "us") and its business customers ("Customer," "you," or "your").

Nuka Distribution Inc. supplies wholesale food products, including baklava, cakes, pastries, ice cream, and other dessert products to restaurants, retailers, food-service businesses, and other authorized business customers.

Our website is intended for business customers and is not designed as a consumer retail storefront.

By placing an order with Nuka Distribution Inc., the Customer agrees to these Terms of Sale and any applicable written order confirmation, invoice, or separate customer agreement.

2. Orders and Product Availability

All orders are subject to acceptance by Nuka Distribution Inc. Product availability, quantities, packaging, pricing, and delivery schedules may vary.

An order may be confirmed through a written order confirmation, invoice, or other mutually accepted business communication.

Customers are responsible for providing accurate business, billing, ordering, and delivery information.

3. Pricing and Invoices

Products will be charged at the prices confirmed for the applicable order, unless otherwise agreed in writing.

Invoices may include product charges, applicable taxes, delivery fees, and other agreed charges.

Customers are responsible for reviewing their invoices and promptly notifying Nuka Distribution Inc. of any billing discrepancies.

Any agreed pricing arrangements, discounts, or special charges will be documented in the applicable order confirmation, invoice, or written customer agreement.

4. Payment Terms

Payment is due according to the payment terms stated on the applicable invoice or established in a written agreement between Nuka Distribution Inc. and the Customer.

Payment arrangements may vary by customer and may include payment in advance, payment upon delivery, or an approved credit period.

Customers must pay all valid invoices in full by the applicable due dates and using an accepted payment method.

Any changes to payment deadlines, credit arrangements, or other payment terms must be approved by Nuka Distribution Inc. in writing.

If a Customer disputes an invoice, the Customer must notify Nuka Distribution Inc. promptly and provide details of the dispute. The parties will work in good faith to resolve the issue. Any undisputed amounts remain payable according to the applicable payment terms.

Where permitted by law and applicable written agreements, Nuka Distribution Inc. may pursue lawful remedies for overdue amounts, including reasonable collection costs and applicable late charges.

5. Two-Unpaid-Orders Policy: Location Ordering Hold

To manage ordering by customer location, Nuka Distribution Inc. uses a location-specific ordering hold. Each delivery location is assessed separately, including the Customer's primary or main address and each additional delivery location added to the Customer's account.

For purposes of this policy, an order is considered "unpaid" from the time it is placed until payment is received online or Nuka Distribution Inc. records the order as paid. The website's unpaid-order count is not based on an invoice due date or payment deadline.

When a particular delivery location has two or more unpaid orders, the website will prevent the Customer from placing new orders for that location. The hold is applied separately to each location and does not, by itself, restrict ordering for another location that is not on hold.

The hold will be released automatically for a location when payment or an account-status update reduces that location's unpaid orders to fewer than two. Accordingly, payment of at least one unpaid order will restore ordering for that location as soon as the website reflects the updated status.

If all delivery locations associated with a Customer account are on hold, the Customer will be unable to place new orders until at least one location's unpaid-order count falls below two and ordering is restored for that location.

Nuka Distribution Inc. may make an exception by recording an order as paid in its system. Any such status update may affect the unpaid-order count and the availability of ordering for the relevant location.

6. Delivery and Receiving

Nuka Distribution Inc. will coordinate deliveries according to the agreed order details and delivery arrangements.

Customers must provide accurate delivery addresses, receiving instructions, and contact information and ensure that an authorized person is available to receive deliveries.

Customers should inspect products promptly upon receipt and report shortages, incorrect items, visible damage, or potential temperature-control issues as soon as reasonably possible.

For refrigerated and frozen products, Customers are responsible for maintaining appropriate storage conditions after delivery and following applicable product handling and food-safety instructions.

Delivery dates and times may be affected by product availability, transportation conditions, weather, or circumstances beyond our reasonable control. We will communicate material delays when reasonably practicable.

7. Product Quality, Returns, and Claims

Nuka Distribution Inc. strives to supply products that conform to the applicable order specifications and relevant food-safety requirements.

Customers must promptly notify Nuka Distribution Inc. of concerns regarding product quality, damaged packaging, missing quantities, incorrect products, or suspected food-safety issues.

Where possible, Customers should provide supporting information, such as photographs, invoice numbers, delivery records, and product lot details.

Returns, replacements, and credits require prior authorization from Nuka Distribution Inc., except where otherwise required by law. Due to the nature of food products, certain returns may be restricted for safety and quality reasons.

Nothing in these terms limits any rights or remedies that cannot legally be waived.

8. Customer Responsibilities

Customers are responsible for:

9. Order Changes and Cancellations

Customers should submit order changes or cancellation requests as early as possible.

Requests are subject to the status of the order, product preparation, inventory allocation, and delivery scheduling. Orders already prepared, dispatched, or delivered may not be eligible for cancellation.

Any applicable cancellation charges or other costs must be consistent with the parties' agreement and applicable law.

10. Limitation of Liability

To the extent permitted by applicable law, Nuka Distribution Inc. will not be liable for indirect, incidental, special, or consequential losses arising from a transaction.

Nothing in these terms excludes or limits liability where such exclusion or limitation is prohibited by law, including applicable rights relating to defective or unsafe products.

11. Amendments to These Terms

Nuka Distribution Inc. may update these Terms of Sale from time to time. Updated terms will be published on our website with a revised effective date.

Changes will apply to future orders as permitted by law. Existing orders and written customer agreements will remain subject to their applicable agreed terms unless otherwise agreed or required by law.

12. Governing Law

These Terms of Sale will be governed by the laws of the State of California, without regard to its conflict-of-law principles, except where applicable law requires otherwise.

13. Contact Information

For questions concerning orders, invoices, payment arrangements, delivery schedules, or these Terms of Sale, contact: