Terms and Conditions

Effective date: 18^th March 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

By accessing or using the Website located at https://www.bolani.co, submitting any inquiry, initiating any business relationship, or purchasing any Products from Flatbread Queen Inc., you agree to be legally bound by these Terms and Conditions in their entirety. If you do not agree, you must immediately discontinue use of the Website.

1. PARTIES, SCOPE, AND AGREEMENT TO BE BOUND

These Terms and Conditions (“Terms”) constitute a legally binding agreement between Flatbread Queen Inc. (“Company,” “we,” “us,” or “our”), a corporation incorporated under the laws of the State of California, and any individual, business entity, grocery retailer, distributor, buyer, or other party (“you,” “your,” or “Buyer”) that accesses the Website or enters into any commercial relationship with the Company.<.p>

The Company operates the website located at https://www.bolani.co (the “Website”). The Company is engaged in the manufacture, marketing, and wholesale supply of Stuffed Flatbread sandwiches (“Bolani”) and accompanying Sauces to grocery stores, retailers, distributors, and similar commercial accounts. The Website currently serves as an informational and business-development platform. Online consumer sales are not presently offered; all transactions are conducted on a business-to-business (“B2B”) basis.

These Terms govern all use of the Website and all commercial dealings between the Company and any Buyer, including without limitation inquiries, quotations, purchase orders, deliveries, and ongoing account relationships. These Terms supplement and do not supersede any separately executed written agreement between the Company and a Buyer.

2. DEFINITIONS

“Company”means Flatbread Queen Inc., its officers, directors, employees, agents, contractors, successors, and permitted assigns.
“Website”means the website located at https://bolani.co and all associated pages, subdomains, and digital content.
“Buyer”means any grocery store, supermarket chain, retailer, food distributor, food broker, or other commercial entity that submits a purchase order or otherwise enters into a commercial relationship with the Company.
“Products”means all food products manufactured or distributed by the Company, including Bolani (stuffed flatbread sandwiches), Sauces, and any other products listed in the Company’s current product catalog.
“Order”means any purchase order, written request, or confirmed commercial transaction for Products submitted by a Buyer to the Company.
“Catalog”means the Company’s current listing of available Products, specifications, pricing, and minimum order quantities, as updated from time to time.
“Confidential Information”means any non-public business, financial, operational, recipe, formulation, or technical information disclosed by either party to the other in connection with the business relationship.
“Food Safety Laws”means all applicable federal, state, and local laws, regulations, and standards governing the manufacture, labeling, storage, handling, transportation, and sale of food products, including without limitation the Federal Food, Drug, and Cosmetic Act (FD&C Act), FDA regulations, California Retail Food Code, and the Food Safety Modernization Act (FSMA).

3. NATURE OF BUSINESS AND B2B TRANSACTIONS

The Company sells Products exclusively on a wholesale, business-to-business basis to qualified retail and distribution accounts. The Website does not currently offer or process consumer sales, direct-to-consumer orders, or online checkout. Any functionality on the Website that collects contact or inquiry information is intended solely for the purpose of initiating a wholesale business relationship.

By submitting an inquiry through the Website or otherwise initiating contact with the Company for the purpose of purchasing Products, you represent and warrant that you are a duly organized and validly existing business entity with the legal authority to enter into binding commercial agreements, and that your purchase of Products is for resale or commercial use and not for personal, family, or household purposes.

The Company reserves the right to decline any application for a wholesale account, reject any Order, or discontinue supply to any account, at its sole discretion and without liability.

4. PRODUCT INFORMATION AND CATALOG

All product descriptions, specifications, images, nutritional information, ingredient lists, allergen disclosures, and pricing information provided on the Website or in the Company’s Catalog are for informational purposes only and are subject to change without notice. The Company makes reasonable efforts to ensure the accuracy of product information but does not warrant that all descriptions are complete, current, or error-free.

Products are food items subject to natural variation in appearance, color, weight, and texture. Minor variations between Products and their descriptions or images do not constitute a defect or a basis for rejection, provided that the Products otherwise conform to the Company’s quality standards and applicable Food Safety Laws.

The Company may discontinue, reformulate, or modify any Product at any time. In the event of a material formulation change that affects allergen content or nutritional profile, the Company will use commercially reasonable efforts to notify existing accounts in advance.

5. ORDERS AND ORDER ACCEPTANCE

All Orders are subject to acceptance by the Company. An Order is not binding on the Company until the Company has issued a written order confirmation. The Company reserves the right to reject any Order in whole or in part for any reason, including but not limited to product unavailability, capacity constraints, or creditworthiness concerns.

Minimum order quantities, lead times, and other order-specific requirements are as set forth in the Company’s current Catalog or as otherwise communicated in writing by the Company. The Company may update minimum order requirements from time to time upon reasonable notice.

Any terms or conditions included in a Buyer’s purchase order that conflict with or purport to supplement these Terms shall be of no force or effect unless expressly agreed to in writing by an authorized officer of the Company. The Company’s acceptance of an Order shall not constitute acceptance of any conflicting or additional terms in a Buyer’s purchase order form.

6. PRICING, INVOICING, AND PAYMENT

Prices for Products are as quoted by the Company at the time of Order confirmation and are subject to change with reasonable notice. All prices are exclusive of applicable taxes, tariffs, and delivery charges unless expressly stated otherwise. The Company reserves the right to adjust pricing to reflect changes in ingredient costs, labor, transportation, or regulatory requirements.

Invoices are due and payable within the payment period specified on the invoice, which shall not be less than net thirty (30) days from the invoice date unless otherwise agreed in writing. Payments must be made in United States Dollars by the method(s) specified by the Company.

Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable California law, whichever is lower, from the due date until paid in full. The Company reserves the right to suspend or terminate supply to any account with outstanding overdue invoices. The Buyer is responsible for all reasonable costs of collection, including attorneys’ fees, incurred by the Company in connection with any overdue account.

The Company does not accept deductions, chargebacks, or set-offs from invoiced amounts without prior written authorization. Unauthorized deductions will be treated as overdue amounts and will accrue interest accordingly.

7. DELIVERY, TITLE, AND RISK OF LOSS

Delivery terms, freight arrangements, and delivery timelines will be specified in the applicable Order confirmation or in a separate written logistics agreement. Delivery timelines are estimates only and the Company is not liable for delays caused by carrier issues, weather, supply chain disruptions, or other factors beyond its reasonable control.

Unless otherwise agreed in writing, title to Products and risk of loss pass to the Buyer upon tender of delivery to the carrier or freight provider at the Company’s facility or designated dispatch point. The Buyer bears all risk of loss, damage, or theft in transit from that point.

The Buyer is responsible for ensuring adequate facilities and personnel are available to receive deliveries at the agreed time and location. Refused or failed deliveries due to Buyer unavailability or error may result in redelivery fees and will not relieve the Buyer of its obligation to pay for the Order in full.

The Buyer must inspect all deliveries at the time of receipt and must note any visible damage, shortfall, or discrepancy on the carrier’s delivery documentation before signing. Claims for delivery discrepancies must be submitted to the Company in writing within forty-eight (48) hours of delivery.

8. NO REFUND POLICY

Given the perishable and food-safety-regulated nature of the Products, the Company does not offer refunds on Products sold to wholesale accounts. Title and risk pass to the Buyer upon delivery, and the Buyer assumes full responsibility for the proper storage, handling, and retail sale of Products from the point of delivery.

Retail-level returns, refunds, and consumer complaints are handled directly between the Buyer (the grocery retailer or distributor) and its own customers. The Company is not a party to any such consumer-facing transactions and bears no liability for retail returns, consumer dissatisfaction, or refund claims asserted by end consumers.

The sole exception to this no-refund policy applies where Products are delivered in a condition that materially fails to conform to applicable Food Safety Laws or the Company’s product specifications, as documented at the time of delivery and reported in accordance with Section 9 of these Terms. In such cases, the Company’s liability is limited to replacement of the non-conforming Products or issuance of a credit note, at the Company’s election.

9. PRODUCT COMPLAINTS, NON-CONFORMANCE, AND RECALLS

The Buyer must notify the Company in writing within forty-eight (48) hours of delivery of any claim that Products are non-conforming, damaged, short-shipped, or otherwise fail to meet the Company’s product specifications or applicable Food Safety Laws. Claims submitted outside this window will not be considered, except where the defect was latent and not discoverable upon reasonable inspection at the time of delivery.

In the event of a Product recall — whether initiated voluntarily by the Company, required by the FDA, USDA, or California Department of Public Health, or otherwise — the Buyer agrees to cooperate fully with the Company’s recall procedures, including promptly identifying and segregating recalled Products, ceasing distribution, and returning or destroying affected Products as directed. The Company will use commercially reasonable efforts to notify affected accounts as quickly as practicable upon initiating or becoming aware of a recall.

The Buyer agrees to maintain adequate traceability records for all Products received from the Company, sufficient to enable an effective and timely recall of any affected lot or batch. Failure to maintain such records may result in the Buyer bearing liability for costs and damages arising from a recall that could have been mitigated with proper traceability.

10. FOOD SAFETY, STORAGE, AND HANDLING OBLIGATIONS

The Buyer is solely responsible for the proper receipt, storage, handling, merchandising, and sale of all Products from the point of delivery. Products must be stored and handled in strict compliance with all applicable Food Safety Laws, including temperature control requirements, and in accordance with any handling instructions provided by the Company on Product packaging or otherwise communicated in writing.

The Buyer must ensure that its facilities, personnel, and processes meet all applicable food safety standards, including those required under FSMA, California’s Retail Food Code, and any applicable local health codes. The Buyer must maintain all required licenses and permits for the sale of food products in each jurisdiction in which it operates.

The Company reserves the right to conduct or commission periodic audits of a Buyer’s storage and handling practices, upon reasonable notice, where the Company has reasonable grounds to believe that product safety or integrity may be at risk. The Buyer agrees to cooperate with any such audit.

The Buyer acknowledges that Products contain food allergens, including but not limited to wheat/gluten, and possibly other allergens depending on the specific Product. The Buyer is responsible for ensuring appropriate allergen information is communicated to its customers in accordance with applicable labeling and disclosure requirements.

11. LABELING AND REGULATORY COMPLIANCE

Products are labeled in compliance with applicable federal and California food labeling laws at the time of manufacture, including the FDA’s nutrition labeling regulations, ingredient disclosure requirements, and allergen labeling requirements under the Food Allergen Labeling and Consumer Protection Act (FALCPA).

California Proposition 65 Notice: Certain food products may contain chemicals listed under California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”). Where required, appropriate Proposition 65 warnings are included on Product packaging. Buyers are responsible for ensuring that any further processing, repackaging, or point-of-sale display complies with Proposition 65 requirements.

The Buyer must not alter, remove, or obscure any label, ingredient list, allergen warning, nutritional information, lot code, or expiration date on any Product. Unauthorized relabeling or repackaging voids any product quality representation by the Company and may expose the Buyer to regulatory liability.

12. INTELLECTUAL PROPERTY

All trademarks, service marks, trade names, logos, brand names, product names, recipes, formulations, and other intellectual property associated with the Company’s Products — including the name “Bolani,” the “Flatbread Queen” brand, the Website, and all associated content — are proprietary to Flatbread Queen Inc. and are protected by applicable federal and California intellectual property laws.

The Buyer is granted a limited, non-exclusive, non-transferable right to use the Company’s trademarks and brand materials solely for the purpose of marketing and selling Products in the ordinary course of its retail or distribution business, and only in a manner previously approved in writing by the Company. This license does not extend to use of the Company’s intellectual property in advertising, social media, promotional campaigns, or co-branding arrangements without the Company’s prior written consent in each instance.

The Buyer must not reverse-engineer, copy, reproduce, or attempt to replicate any of the Company’s product formulations, recipes, preparation methods, or other trade secrets. Any such activity will constitute a material breach of these Terms and may give rise to injunctive relief and damages claims.

13. CONFIDENTIALITY

Each party acknowledges that in the course of the business relationship it may receive Confidential Information from the other party. Each party agrees to hold the other party’s Confidential Information in strict confidence, to use it only for purposes directly related to the business relationship, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by applicable law.

The obligations of confidentiality in this Section do not apply to information that: (a) is or becomes publicly known through no breach of this Section; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party before making such disclosure where legally permissible.

The Company’s product formulations, recipes, ingredient sourcing, processing methods, and pricing structures are trade secrets and Confidential Information of the highest order. The Buyer’s obligations with respect to such information survive the termination of the business relationship indefinitely.

14. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Company, on a continuing basis, that:

It is a duly organized and validly existing legal entity with full authority to enter into and perform its obligations under these Terms and any related Order.
It holds all licenses, permits, and authorizations required by applicable federal, state, and local law to purchase, store, distribute, and sell food products in each jurisdiction where it operates.
It will handle, store, and sell the Products in compliance with all applicable Food Safety Laws and the Company’s product handling instructions.
It will maintain traceability records for all Products received, in a manner sufficient to support a rapid and complete product recall if necessary.
It will not make any representations or claims about the Products to its customers that are inconsistent with the Company’s approved product descriptions and labeling.
It will promptly notify the Company of any consumer complaint, foodborne illness report, regulatory inquiry, or recall notice that relates to the Products.

15. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer that:

Products are manufactured in compliance with all applicable Food Safety Laws at the time of manufacture and delivery.
Products will conform to the Company’s current product specifications and will be free from adulteration or misbranding as defined under the Federal Food, Drug, and Cosmetic Act.
The Company holds all licenses, permits, and certifications required by applicable law for the manufacture and wholesale distribution of food products in California.
The Company maintains appropriate food safety plans and procedures, including as required under FSMA’s Preventive Controls for Human Food rule.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL PRODUCTS ARE PROVIDED “AS IS” AND THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO THE BUYER FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR ANY PRODUCTS — WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE BUYER TO THE COMPANY FOR THE SPECIFIC ORDER OR DELIVERY GIVING RISE TO THE CLAIM IN THE NINETY (90) DAYS PRECEDING THE CLAIM.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR COSTS OF SUBSTITUTE PRODUCTS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the theory of liability and even if any limited remedy fails of its essential purpose. Some jurisdictions do not permit certain liability exclusions; in those jurisdictions these limitations apply to the maximum extent permitted by law.

17. INDEMNIFICATION

The Buyer agrees to indemnify, defend, and hold harmless Flatbread Queen Inc., its officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

The Buyer’s breach of any representation, warranty, or obligation under these Terms;
The Buyer’s improper storage, handling, merchandising, or sale of Products after delivery;
Any consumer complaint, foodborne illness claim, or personal injury claim arising from Products that were stored or handled improperly by the Buyer after delivery;
The Buyer’s failure to comply with applicable Food Safety Laws, labeling requirements, or any other applicable law or regulation;
Any unauthorized use of the Company’s intellectual property or brand materials;
Any negligent or intentional act or omission by the Buyer or its employees, agents, or contractors.

18. TERM, TERMINATION, AND ACCOUNT SUSPENSION

These Terms remain in effect for so long as the Buyer maintains an active account or commercial relationship with the Company, or uses the Website. Either party may terminate a wholesale account relationship upon thirty (30) days’ written notice to the other party, without cause, subject to fulfillment of all outstanding Order obligations and payment of all outstanding invoices.

The Company may immediately suspend or terminate any account, and decline to fulfill any pending or future Orders, upon written notice if: (a) the Buyer materially breaches these Terms and fails to cure such breach within ten (10) days of written notice; (b) the Buyer becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or receivership proceedings; (c) the Buyer’s license to sell food products is revoked or suspended; or (d) the Company has reasonable grounds to believe that the Buyer’s actions pose a risk to consumer safety or the Company’s brand reputation.

Termination does not relieve the Buyer of its obligation to pay all outstanding invoices or of any obligation that by its nature survives termination, including confidentiality, indemnification, and intellectual property obligations.

19. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event beyond that party’s reasonable control. Force Majeure Events include, without limitation: acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, government-mandated closures, supply chain disruptions, ingredient shortages, strikes or labor disputes, acts of war or terrorism, regulatory actions, or any other circumstance not reasonably foreseeable or preventable.

The affected party must notify the other party in writing as soon as reasonably practicable upon the occurrence of a Force Majeure Event, describe the nature of the event and its expected duration, and use commercially reasonable efforts to mitigate its effects and resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may cancel affected Orders upon written notice without liability.

20. DISPUTE RESOLUTION AND BINDING ARBITRATION

In the event of any dispute, claim, or controversy arising out of or relating to these Terms, any Order, or any commercial relationship between the parties (“Dispute”), the parties agree to first attempt to resolve the Dispute through good-faith negotiation between senior representatives. Either party may initiate this process by delivering written notice to the other identifying the Dispute and the relief sought. The parties will meet (in person, by telephone, or by video) within fifteen (15) business days of such notice and negotiate in good faith for up to thirty (30) days.

If the Dispute is not resolved through negotiation, either party may submit the Dispute to binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under JAMS’s then-current Commercial Arbitration Rules, conducted in Los Angeles County, California. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Nothing in this Section prevents the Company from pursuing collection of overdue accounts through appropriate legal proceedings.

21. GOVERNING LAW AND JURISDICTION

These Terms and any Disputes not subject to arbitration shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

For any matter not subject to arbitration, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. Each party waives any objection to such jurisdiction or to venue in such courts.

22. WEBSITE USE AND ACCEPTABLE USE POLICY

The Website is provided for informational and business-development purposes only. By accessing the Website, you agree not to: (a) use the Website for any unlawful purpose or in violation of any applicable law; (b) attempt to gain unauthorized access to any part of the Website or its underlying systems; (c) transmit any harmful, fraudulent, or misleading content through the Website; (d) scrape, harvest, or systematically collect data from the Website without the Company’s prior written consent; or (e) engage in any conduct that disrupts or interferes with the Website’s operation.

The Company makes no warranty that the Website will be available without interruption, error-free, or free from viruses or other harmful components. The Company is not liable for any damages arising from your reliance on Website content or from temporary unavailability of the Website.

23. PRIVACY AND DATA

The Company collects and processes personal and business information submitted through the Website or in connection with a business relationship in accordance with its Privacy Policy, available at https://bolani.co. By using the Website or engaging with the Company, you consent to such collection and processing.

The Company will not sell or disclose Buyer contact or business information to third parties for independent marketing purposes. Information is shared only to the extent necessary to fulfill Orders, comply with legal obligations, or operate the business as described in the Privacy Policy.

California residents may have additional rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Please refer to the Privacy Policy for further details.

24. AMENDMENTS AND UPDATES

The Company reserves the right to amend these Terms at any time. Amendments become effective upon posting of the revised Terms to the Website, with the updated “Last Updated” date noted at the top of the document. The Company will use commercially reasonable efforts to notify active Buyers of material amendments by email or by a notice on the Website.

Your continued use of the Website or continued conduct of business with the Company following the posting of amended Terms constitutes your acceptance of the revised Terms. If you do not agree to the amended Terms, you must notify the Company in writing within fifteen (15) days of the posted amendment date, and either party may then terminate the business relationship on thirty (30) days’ notice.

25. GENERAL PROVISIONS

Entire Agreement

These Terms, together with any written Order confirmations, account agreements, and the Company’s Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, negotiations, and representations, whether written or oral.

Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder of the Terms shall continue in full force and effect.

Waiver

No failure or delay by the Company in exercising any right under these Terms constitutes a waiver of that right. No single or partial exercise of any right precludes further exercise of that right.

Assignment

The Buyer may not assign or transfer any rights or obligations under these Terms without the Company’s prior written consent. The Company may freely assign these Terms in connection with a merger, acquisition, or sale of assets.

Notices

All formal notices under these Terms must be in writing and delivered by email (with read receipt), certified mail, or courier to the contact information on the Company’s Website or as previously communicated in writing. Notices are effective upon confirmed receipt.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto. No third party shall have any right to enforce any provision of these Terms.

Contact Information

For all commercial inquiries, account matters, complaints, and legal notices, please contact Flatbread Queen Inc. through the Website at https://bolani.co or at the contact details provided therein.