Amoretti – Terms and Conditions

Last Updated: September 15, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY PURCHASING ANY PRODUCTS FROM NOUSHIG, INC. D/B/A AMORETTI (“AMORETTI”) WHICH ARE NOT SUBJECT TO ANOTHER CONTRACT ENTERED INTO WITH AMORETTI SETTING FORTH THE TERMS AND CONDITIONS OF THE PURCHASE, YOU AGREE TO ACCEPT AND BE BOUND BY THESE TERMS OF USE (THE “TERMS AND CONDITIONS”).

Contract.

The Terms and Conditions will govern and control all contractual relations between you (“Customer”) and Amoretti. Any additional, different, or conflicting terms or conditions set forth on Customer’s purchase order, specifications, or other documents or communications delivered or made to Amoretti will not apply and will not legally bind Amoretti in any way. Placing an order with and making a purchase of Goods from Amoretti, shall constitute Customer’s acceptance of the Terms and Conditions as drafted notwithstanding any provision in Customer’s documentation to the contrary. No alleged waiver or amendment of any provision of the Terms and Conditions will bind Amoretti unless it is made by Amoretti in writing.

Payment Terms.

Invoices are due according to the payment terms stated on the applicable invoice without setoff, deduction, or counterclaim of any kind. Any balance not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law until paid in full. Amoretti may apply payments first to accrued interest, then collection costs, then the oldest outstanding principal.

Inspections and Claims.

• A. Customer shall inspect all shipments of Goods immediately upon Arrival of Goods.
• B. Customer will be deemed to have accepted a shipment of Goods and waived any and all claims with respect to them upon Arrival of Goods, unless (a) Customer notates on the freight bill any visible carton damages or shortages and notifies Amoretti within two (2) days of Arrival of Goods of any carton damages and/or shortages, and/or (b) Customer notifies Amoretti within two (2) Days of Arrival of Goods of any concealed damage to the Goods or that the Goods do not conform to any material specification expressly stated in the Terms and Conditions. Customer’s notice of claim, to be effective, must include details of the basis for the claim, and supporting documentary evidence. Failure to provide timely written notice of claim constitutes acceptance of the Goods.
• C. Notwithstanding the pendency of any claim with respect to a shipment of Goods, or with respect to any other shipment of Goods, Customer will pay Amoretti the full amount of the invoice for such shipment without offset, discount or other deduction.

Returns.

Customer shall have thirty (30) days from Arrival of Goods to return an item. To qualify for a return, the Goods must be unused, unopened, in its original packaging, and in the same condition as when delivered to Customer. Returns shall require prior written authorization and issuance of a Return Merchandise Authorization (“RMA”). Authorized returns may be subject to a restocking charge of up to twenty-five percent (25%) of the purchase price together with applicable freight and handling charges.

Indemnification.

Customer will indemnify, defend, and hold harmless Amoretti and Amoretti’s shareholders, directors, officers, employees, and agents (the “Indemnified Parties”), with counsel reasonably acceptable to Amoretti, from and against all damages, losses, liabilities, claims, costs, and expenses (including, without limitation, reasonable attorneys’ fees and litigation costs) suffered or incurred by any Indemnified Party arising from or relating to any (a) breach of these Terms and Conditions by Customer or any person or entity for whom Customer is responsible, (b) act or omission of Customer (or any person or entity for whom Customer is responsible), including any such act or omission constituting active negligence, passive negligence, gross negligence, or intentional misconduct, or (c) death of persons or damage to property caused by (i) Customer’s or any agent or contractor of Customer’s removal of the goods from their containers or alteration or modification of, addition to, use, misuse of, or otherwise tampering with the Goods, and/or (ii) Customer’s breach of any representation, warranty or covenant established in these Terms and Conditions.

Default and Remedies.

Each of the following will constitute a default by Customer:

• A. Customer fails to make any payment due to Amoretti owed under these Terms and Conditions or any other contract by the date it is due as provided in these Terms and Conditions or Amoretti invoice, regardless of whether there is a bona fide dispute between the parties as to the amount owed;
• B. Customer breaches any provision of these Terms and Conditions or any representation, warranty or covenant established in these Terms and Conditions which is not cured within thirty (30) Days of receipt of notice from Amoretti of the breach; and
• C. Customer (i) becomes insolvent, (ii) declares a voluntary bankruptcy or fails to vacate an involuntary bankruptcy, insolvency or reorganization petition or petition for an arrangement or composition with creditors filed against such party within thirty (30) Days after the date of such filing, (iii) makes an assignment for the benefit of creditors, (iv) fails to vacate the appointment of a receiver or trustee for such party for any interest in such party’s business within thirty (30) Days after such appointment, or (v) ceases to do business as a going concern or ceases to conduct its operations in the normal course of business.
• D. Amoretti reasonably deems itself insecure with respect to payment or performance.

Upon a Default, and without prejudice to any other right or remedy, the entire unpaid balance of all invoices and other amounts owed by Customer, whether or not otherwise then due, shall, at Amoretti’s sole option, become immediately due and payable in full. Upon Default, Amoretti may, without notice, suspend or cancel any pending orders or shipments, withhold further deliveries, revoke credit, require cash in advance or other adequate assurance of payment, repossess and resell any goods in which it holds a security interest, apply any deposits or credits against amounts owed, and exercise all rights and remedies available under applicable law, including the Uniform Commercial Code, all of which remedies are cumulative. All amounts remaining unpaid after default shall continue to accrue interest as provided in these Terms and Conditions and Customer shall remain liable for all costs of collection, attorneys’ fees, and other expenses as set forth herein.

WAIVER OF WARRANTY AND CLAIMS: LIMITATION OF LIABILITY.

ALL PRODUCTS ARE SOLD “AS IS” AND “WITH ALL FAULTS,” AND AMORETTI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CUSTOMER HEREBY EXPRESSLY WAIVES ITS RIGHTS TO SEEK AND/OR TO OBTAIN ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION FROM AMORETTI IN CONNECTION WITH THESE TERMS AND CONDITIONS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AMORETTI’S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS FOR ANY REASON IS LIMITED TO THE LESSER OF (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO AMORETTI FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM HEREUNDER, OR (B) THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR SUCH SPECIFIC PRODUCT(S) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR WHERE OTHERWISE PROHIBITED BY LAW.

CUSTOMER’S EXCLUSIVE REMEDY FOR ANY NONCONFORMING PRODUCT SHALL BE LIMITED, AT AMORETTI'S OPTION, TO REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE PAID FOR THAT PRODUCT, AND ANY SUCH REMEDY SHALL NOT ENTITLE CUSTOMER TO WITHHOLD, OFFSET, OR REDUCE PAYMENT OF ANY AMOUNT OWED TO AMORETTI. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Force Majeure and Liability.

• A. Amoretti will be excused from performance under these Terms and Conditions for the duration of a Force Majeure Event, as defined below, provided that either party may terminate or cancel an order/purchase upon notice to the other party if a Force Majeure Event continues for more than twenty-one (21) consecutive days. A “Force Majeure Event” will mean any period of interruption in Amoretti’s ability to perform its obligations under these Terms and Conditions caused by crop shortage, fires, explosions, elements, floods, drought, pandemics, or other acts of God, governmental action (including Amoretti’s good faith efforts to comply with such action), war or hostilities, insurrection, rebellions, sabotage, riots or any other civil disorder, embargoes, wrecks, failure or delay in transportation, loss at sea, labor disputes, strikes, slowdowns, or other concerted acts or threatened acts of workmen, inability to obtain necessary materials or equipment, criminal conduct of third parties, acts of Customer, or any other cause or contingency whatsoever beyond Amoretti’s control.
• B. Amoretti will not be liable for a delay in shipment of the Goods or for non-delivery, or short delivery, or for loss or damage to the Goods, caused or contributed to by a carrier engaged by Amoretti to transport the Goods. In the case of a delay in shipment for any cause relating to carriage and/or the route, Amoretti will promptly notify the Customer of the delay and the reason for it, and the applicable shipment period for the Goods will be automatically extended for the duration of the delay as determined by Amoretti in its reasonable discretion. Upon receipt of notice of delay from Amoretti, Customer may instruct Amoretti to ship the Goods by an alternate route. All additional costs for such alternative routing will be for Customer’s account and expense.

Collection Costs.

If any invoice subject to these Terms and Conditions is referred to an attorney or collection agency due to Customer’s default in payment, Customer shall be solely responsible for all costs of collection, whether or not litigation is commenced, including but not limited to reasonable attorneys' fees, paralegal fees, collection agency fees, filing fees, court costs, expert witness fees, arbitration or mediation costs, skip-tracing fees, post-judgment collection costs, and all other reasonable expenses incurred in collecting amounts due. These obligations are separate from and in addition to any accrued interest.

Attorneys’ Fees.

In any legal action or other proceeding brought in connection with, arising out of or relating to these Terms and Conditions, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorneys’ fees. This attorneys’ fees provision is to be liberally construed in favor of its application and, therefore, is intended to have the broadest possible application. Accordingly, and without limiting the generality or scope of the foregoing, this attorneys’ fees provision is intended to apply whether the claims asserted sound in contract or tort, whether the relief sought is legal or equitable, and whether the issue(s) arising out of or relating to these Terms and Conditions are raised in connection with a pleading seeking affirmative relief (by way of example and not by way of limitation, a complaint, cross complaint or complaint in intervention) or by way of answer, denial, affirmative defense or plea in abatement. Any expense or cost including without limitation those relating to the holding, storing or selling of products, in any way relating to the collection of amounts due to Amoretti shall be promptly paid or reimbursed by Customer.

WAIVER OF JURY TRIAL.

AMORETTI AND CUSTOMER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS.

Miscellaneous.

• A. These Terms and Conditions will be binding upon and inure to the benefit of the respective successors and assigns of Customer and Amoretti. Notwithstanding anything to the contrary in the foregoing, Customer may not assign these Terms and Conditions or its respective rights and obligations with respect to any sale governed by these Terms and Conditions without the prior written consent of Amoretti.
• B. These Terms and Conditions are the complete and final agreement between Customer and Amoretti concerning its subject matter, and supersedes all prior oral or written negotiations or agreements between the parties.
• C. The terms of these Terms and Conditions will be upheld to the fullest extent allowed by law. The terms of these Terms and Conditions are severable, and the holding of any provision hereof void or unenforceable will not affect the validity or enforceability of any other provision.
• D. All notices required or permitted by these Terms and Conditions shall be deemed sufficiently given if personally served or if deposited in the United States mail by certified or registered mail, postage pre-paid, return receipt requested, or sent by overnight delivery by a recognized national carrier (such as Federal Express). Any notice personally served or sent by overnight delivery shall be deemed served upon delivery. Any notices delivered by United States mail shall be deemed to have been served on a date five (5) days from and after the date of deposit of that notice in the United States mail.
• E. No license to the Customer, under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by the selling of Goods by Amoretti.
• F. The validity, performance and construction of these Terms and Conditions will be governed by the local, domestic law of the State of California including the California Commercial Code, and without regard in any way to the United Nations Convention on Contracts for the International Sale of Goods, application of which is expressly waived by the parties.
• G. At Amoretti's sole option, any action arising from these Terms and Conditions may be brought in any state or federal court located in Ventura County, California, and Customer irrevocably submits to that jurisdiction. Nothing limits Amoretti's right to proceed in any other court of competent jurisdiction.
• H. These Terms and Conditions cannot be modified or amended except by a subsequent written instrument executed by a duly authorized officer of Amoretti.
• I. No payment of a lesser amount than the full amount owed, and no notation, endorsement, legend, or other statement on or accompanying any check, instrument, or other payment (including any “payment in full,” “paid in full,” or similar notation), shall constitute an accord and satisfaction, compromise, or release of any amount owed, and Amoretti may accept and apply any such payment against amounts owed without prejudice to its right to collect the remaining balance in full. Any acceptance by Amoretti of any such partial payment shall not be deemed a waiver of, or otherwise limit, Amoretti’s rights and remedies, all of which are expressly reserved.

Definitions.

• A. “Arrival of Goods” means the date of delivery of Goods.
• B. “Goods” means the quality, quantity and description of the commodity Customer orders or purchases from Amoretti which are subject to these Terms and Conditions.