This Purchase Order is placed subject to the following terms and conditions, which may not be varied without the written consent of Russell Stover Candies, Inc. ("Russell Stover").

Acceptance:

1. This Purchase Order is a contract that becomes effective when the Seller's written acknowledgement is approved by Russell Stover at Kansas City, Missouri. In the absence of Seller's written acknowledgement, any performance by the Seller shall constitute acceptance of this Purchase Order in accordance with the terms and conditions herein stated.
2. None of the terms and conditions contained in this Purchase Order may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Russell Stover and delivered by Russell Stover to Seller. Each shipment received by Russell Stover from Seller shall be deemed to be only upon the terms and conditions contained in this Purchase Order except as they may be added to, modified, superseded or otherwise altered in writing as described above. Any terms and conditions that may be contained in any acknowledgement, invoice or other form of Seller are specifically null and void.

Warranties:

1. Seller warrants that all articles, goods or products furnished hereunder shall be free from defects in workmanship and material and shall comply with the terms of this Purchase Order, the Product Specification, the General Specification and any drawings, samples, specifications and other descriptions incorporated herein or therein.
2. Seller warrants that the articles, goods and products furnished hereunder are of merchantable quality and fit and safe for the purpose intended.
3. Seller warrants that the articles, goods, products and services furnished hereunder do not infringe, violate, or misappropriate the trademarks, trade dress, patents, copyright, trade secrets, or other proprietary rights of any person or entity.
4. If any of the articles, goods and products furnished hereunder are food products or ingredients, Seller warrants that (1) none of such products or ingredients, nor any constituent part thereof, was grown, processed, manufactured or sourced in China and (2) such products or ingredients are suitable for human consumption.
5. Seller warrants that the labeling of articles, goods and products furnished hereunder shall comply with applicable industry guides specified by the Federal Trade Commission.
6. Seller warrants that all articles, goods, products and services furnished hereunder shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91.956) and its regulations in effect or proposed as of the date of this Purchase Order.
7. Seller warrants that all articles, goods or products delivered under this Purchase Order shall comply with (1) all regulations, rules and requirements promulgated or established by all applicable governmental agencies, including the U.S. Food and Drug Administration (the "FDA") and the U.S. Department of Agriculture (the "USDA"); (2) all applicable federal, state or local laws, orders, ordinances, statutes, regulations, rules and requirements, including, without limitation, the Fair Labor Standards Act, and (3) all applicable requirements or recommendations issued by the FDA, the USDA or any State in any regulations, guidelines or guidance documents.

If any article, good, product or services delivered or provided hereunder does not comply with any expressed warranties set forth in this Purchase Order or otherwise provided by Seller or any implied warranties, then Russell Stover may (1) require the Seller to correct such non-compliance, at no cost to Russell Stover, or (2) return such defective or non-conforming article to the Seller and recover from the Seller the contract price thereof. Such remedy shall be in addition to any other remedies provided by law or in equity.

Seller will indemnify and hold harmless Russell Stover and its officers, directors, and employees from and against any loss, damage, cost, liability, cause of action, penalty, or other expense of any kind, including reasonable attorneys' fees, investigative costs and court costs, arising directly or indirectly out of (1) Seller's breach of any warranty set forth herein or otherwise provided by Seller or any implied warranty, or (2) Seller's failure to comply with any of the requirements set forth in this Purchase Order. Such indemnity shall be in addition to any other remedies provided by law or in equity.

Inspection:

1. Any article, good or product purchased hereunder shall be subject to inspection and test by Russell Stover to the maximum extent practicable at all times and places, including the period of manufacture, and, in any event, prior to final acceptance. Final inspection and acceptance of articles, goods and products shall be made by Russell Stover after delivery or as otherwise indicated in this Purchase Order and shall be conclusive except as regards latent defects and the Seller's warranty obligations. Neither inspection nor acceptance shall relieve the Seller from responsibility for defects or other failure to meet the requirements of the Purchase Order. Rejected materials may be returned at Seller's expense.

Changes:

1. Russell Stover may at any time, by a written change order issued by an authorized purchasing representative, make changes within the general scope of the Purchase Order in any one or more of the following: (1) drawings, designs or specifications incorporated in this Purchase Order where the items to be furnished are to be specifically manufactured for Russell Stover; (2) method of shipment or packing; (3) place, time or manner of delivery; and (4) quantities. An equitable adjustment in price shall be made as a result of the above.

Invoices:

1. Invoices shall be submitted in duplicate and shall contain the following information: (1) Purchase Order Number, (2) Item Number, (3) Description of Articles, (4) Sizes, (5) Quantities, (6) Unit Prices and (7) Extended Totals.
2. INVOICES MUST COINCIDE WITH TERMS OF THE PURCHASE ORDER AND MUST INCLUDE RUSSELL STOVER'S PURCHASE ORDER NUMBER, ITEM NUMBER(S) AND THE SELLER'S VENDOR NUMBER. ONLY ONE INVOICE PER LOCATION PER PURCHASE ORDER IS ACCEPTABLE. FAILURE TO COMPLY MAY CAUSE A DELAY IN PAYMENT.

Default:

Time of delivery is the essence of this Purchase Order. Russell Stover may, by a written notice of default to the Seller, cancel the whole or any part of this Purchase Order if the Seller:

1. Fails to make delivery of the articles, goods or products, or to perform the services, within the time specified herein, or any extension thereof by change notice;
2. Fails to replace or correct defective articles, goods or products in accordance with the provisions of the paragraph of this Purchase Order entitled "Warranties";
3. Fails to perform any of the other provisions of this Purchase Order or fails to make progress so as to endanger performance of this Purchase Order; or
4. Becomes bankrupt or insolvent or makes an assignment for the benefit of creditors; or
5. Breaches any of the warranties set forth in the paragraph of this Purchase Order entitled "Warranties".

Termination:

1. Russell Stover may at any time, by written notice, terminate this Purchase Order or any part thereof at its convenience, and, except when termination is due to default by the Seller, Russell Stover shall be liable for payment of reasonable cancellation charges. In no event, however, shall Russell Stover be liable for cancellation charges in excess of the contract price, or for anticipated profit.

Shipment:

1. All articles are to be packed in accordance with sound commercial practice unless otherwise specified in this Purchase Order.
2. A complete packing list shall be enclosed with all shipments hereunder. Russell Stover's count will be accepted as final and conclusive on all shipments not accompanied by a packing list.
3. The Seller shall mark all containers with the necessary shipping information, including the Russell Stover Purchase Order Number, dates of shipment, and address of consignor, consignee and the Seller with whom the Purchase Order was originally placed.
4. Direct shipments by any party other than the Seller as shown on the Purchase Order may not be made without prior notification to, and prior approval by, Russell Stover.
5. All shipments must be on new 40" x 48", 4-way entry, GMA-style pallets. Russell Stover may refuse shipments arriving on pallets not meeting this requirement.
6. The Seller is allowed to ship up to 5% over, but 0% under for each item ordered. If more than 105% of an item ships, the Seller will not be paid for the quantity received in excess of the 105% of the quantity ordered.
7. IF THERE WILL BE FREIGHT CHARGES, THE SELLER MUST CALL RUSSELL STOVER BEFORE SHIPPING WITH THE EXACT FREIGHT CHARGES AND SHIPPING INSTRUCTIONS.

Proprietary Rights:

All technical information, in the nature of designs, blueprints, specifications, engineering data for production or product know-how, that is supplied to the Seller by Russell Stover to facilitate or assist in the performance of this Purchase Order shall, unless otherwise agreed, remain the property of Russell Stover and be considered and kept confidential by the Seller, and the Seller will use and cause its employees and agents to use extreme caution not to either (1) disclose any such information (either directly or by incorporation of such information in or its use in manufacturing products for others) or (2) use such information for any purpose other than fulfilling the Seller's obligations under this Purchase Order. Additionally, the Seller agrees to assign to Russell Stover and not otherwise make use of any invention, improvement or discovery (whether or not patentable) conceived or reduced to practice in the performance of this Purchase Order by an employee of the Seller or other person working under the Seller's direction, and such assignment shall be considered as additional consideration for the making of this Purchase Order. Upon completion of performance of this Purchase Order, the Seller shall deliver to Russell Stover any and all information relating to any such invention, improvement or discovery, and shall cause its employees or others subject to the Seller's instructions to sign as appropriate all documents necessary or convenient to enable Russell Stover to file applications for patents throughout the world and to obtain title thereto.

Services:

1. If this Purchase Order covers the performance of services for Russell Stover, the Seller agrees as follows:
2. The Seller is an independent contractor, free of control or supervision by Russell Stover as to the means or manner of performing such work.
3. The Seller will indemnify and hold harmless Russell Stover and its officers, directors, and employees from and against all liability, claims or demands for injuries or damages to any person or property arising out of the Seller's performance of services under this Purchase Order.
4. The Seller will furnish to Russell Stover an Insurance Carrier's Certificate showing that the Seller has adequate insurance coverage in the following minimum amounts:
1. Workman's Compensation - Statutory limits for State or States in which the work is to be performed;
2. General and Automobile Public Liability $1,000,000 each occurrence.

Child Labor:

Russell Stover will not tolerate the use of child labor in the manufacture of articles, goods or products it sells nor will it accept articles, goods or products from vendors that use in any manner child labor in their contracting, subcontracting or manufacturing. The definition of child will first be derived from the national laws of the country in which the vendor is doing business. If the laws of that country do not provide such a definition or the definition includes only individuals under the age of 15, Russell Stover will define "child" for the purpose of determining use of illegal child labor as anyone who is less than 15 years of age or younger than the compulsory age to be in school in the country in which the vendor is doing business, if that age is higher than 15. Russell Stover does support legitimate workplace apprenticeship education programs for younger persons. Seller will not use child labor in any manner in its contracting, subcontracting or manufacturing.

General:

1. Russell Stover assumes no responsibility for any materials or goods shipped without a signed Purchase Order having been issued, acknowledged and approved as set forth in the paragraph of this Purchase Order entitled "Acceptance".
2. When furnished or made by Russell Stover, tools or dies, together with incidental fixtures and materials necessary for the manufacture of articles, goods or products ordered, shall (1) remain the property of Russell Stover, (2) be used by the Seller only in production of articles, goods or products for Russell Stover, and (3) be kept in good repair by the Seller for the reasonable life expectancy of the tools or dies. In the event that Russell Stover does not reorder articles, goods or products produced by such tools or dies for a period of two years, the Seller will either dispose of such tools or return them to Russell Stover, in each case at Russell Stover's direction.
3. This Purchase Order shall be governed by the Uniform Commercial Code as adopted in the State of Missouri as effective and in force on the date of this Purchase Order. This Purchase Order may not be assigned by the Seller without Russell Stover's prior written consent.
4. Russell Stover is a United States Government Contractor and, in accordance with the requirements contained in the various Federal Executive Orders relating to government contractors, including, without limitation, all Executive Orders and all other federal laws relating to equal employment opportunity, the Seller agrees that it will not discriminate against any employee or applicant for employment because of race, religion, color, age, national origin, military veteran status, sex or handicap (except where sex or lack of handicap is a bona fide occupational qualification).
5. Seller will comply with all other requirements as defined in Russell Stover's Vendor Compliance Policy which is available on the internet at www.russellstover.com.

Sustainable Position Statement:

Russell Stover Candies, Inc. is dedicated to pursuing proven sustainability efforts that result in the effective husbandry of our world's natural resources. We are committed to operating in a way that is environmentally, socially and economically sustainable. Employees throughout the business are constantly engaged to ensure the judicious consumption of our world's finite supplies of water, air, soil, and other natural resources. Examples of these efforts include the following:

1. We have a dedicated team focused on energy conservation...primarily water, natural gas, and electricity. During the past three years, we have reduced overall energy usage by more that 10%.
2. We are committed to strict compliance with all local, state, and federal regulations governing employment practices and the use of natural resources. We are a member of the Fair Labor Association, and all suppliers are similarly committed to complying with all local, state, and federal regulations, including those laws regarding slavery and human trafficking.
3. We insist that all our supplier partners adopt sustainability measures. For example, our chocolate suppliers are active members of the World Cocoa Foundation which focuses on ensuring responsible cocoa farming throughout the world.
4. We utilize recycled paper products in all our packaging. We also deploy engineering studies to minimize the amount of corrugate required to ship and protect our product.
5. All our company facilities have recycling programs in place so that unused paper, plastic, and wood don't find their way to dump sites.
6. Our employees acknowledge a code of ethics that requires personal behavior that exceeds mere compliance with the law. We lead by example.

At Russell Stover Candies, we believe that good sustainability measures equate to good business.

REV. 11-2011