Terms and Conditions

This order is an offer to buy the goods specified in the purchase order upon the following additional terms and conditions.

  1. Acceptance of Purchase Order. Seller agrees to provide the goods described in any purchase order (“Goods”) in accordance with the applicable purchase order and with these Terms and Conditions (“Agreement”). Seller shall accept a purchase order by promptly shipping conforming Goods in accordance with this Agreement. Upon acceptance of the purchase order, Seller shall be bound by the provisions of this Agreement, including, without limitation, all provisions set forth on the face of any applicable purchase order, whether or not Seller acknowledges or otherwise signs this Agreement or the purchase order. This writing does not constitute a firm offer within the meaning of Section 400.2-205 of the Uniform Commercial Code. Sales, as adopted in Missouri, and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded or otherwise altered, except by a writing signed by an authorized representative of Buyer. Any terms or conditions contained in any acknowledgment, invoice or other communication of Seller, which are inconsistent with the terms and conditions of the Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of any prior offer of Seller, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods by Seller shall constitute such assent. Acceptance of Goods by Buyer is expressly limited by Seller’s assent to the terms and conditions stated in the Agreement and Buyer objects to the inclusion of any different or additional terms proposed by Seller.
  2. Delivery of Goods. Time is of the essence in the performance of this Agreement and as otherwise directed by Buyer. Unless otherwise provided on the applicable purchase order, all Goods shall be delivered F.O.B. delivery point. In the event Seller fails to deliver the Goods within the time specified, Buyer may, at its sole option, reject the Goods in whole or in part and terminate the Agreement in whole or in part. Seller shall package all Goods in suitable containers to permit safe transportation, handling and storage. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Buyer’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading. Buyer hereby reserves the right to reschedule in whole or in part any delivery or cancel any purchase order in whole or in part so long as Seller is notified of such cancellation at any time prior to shipment of the Goods. Buyer shall not be subject to any charges, costs or other fees as a result of such cancellation. If it is necessary to part-ship any order, any additional freight charges which may arise as a result of such partial shipment will be borne by Seller. Upon Buyer’s request, Seller shall promptly provide statement of origin for all Goods and United States Customs documentation for all Goods wholly or partially produced outside the United States. The timing, location and manner of delivery of Goods shall be in a manner which shall cause minimal disruption of Buyer’s business operations.
  3. Acceptance of Goods. Payment for Goods does not constitute acceptance. Buyer shall have the sole right, by reasonable inspection, to determine the merchantable condition of the Goods. Defective, non-conforming or other rejected Goods may be returned to Seller and Seller will reimburse Buyer for all costs incurred in connection therewith including but not limited to the purchase price paid for such Goods, inspection costs, transportation costs and handling costs (both ways).Goods rejected before delivery or returned as defective or non-conforming shall not be replaced except upon Buyer’s written order. Within five (5) business days of receipt of the returned Goods, Seller shall, at Buyer’s option, either repair or replace such Goods, or credit Buyer’s account for the same. Replacement and repaired Goods shall be warranted as original Goods’ Buyer, at its sole option, may reject shipments or partial shipments of Goods if those Goods are defective or non-conforming.
  4. Pricing and Payment. The price for Goods and payment thereof shall be as set forth on the face of each purchase order. The prices of the Goods delivered hereunder, and any discounts or allowances therefrom, are inclusive of applicable taxes, freight, packaging, insurance, handling and all other charges, whether similar or dissimilar, unless otherwise indicated by Seller on the face of the purchase order. Seller shall be responsible for all carrier charges, including sorting, segregation, notification and all other similar charges. Notwithstanding anything to the contrary contained in this Agreement, the purchase price for Goods shall be no higher than the price at which Seller sells like Goods in like quantities to any other purchaser.
  5. Invoices. Separate invoices must be rendered for each purchase order. If a purchase order is divided into more than one shipment, separate invoices must be rendered for each shipment. Invoices shall be sent to the bill to address on the face of the purchase order. Each invoice, shipping notice, bill of lading, freight bill and correspondence shall show the purchase order number and shall separately list the Goods invoiced, quantities, unit prices and taxes (if applicable) and shall state. Tendered to buyer in lots according to brand, size and flavor. Any cash discount period available to Buyer shall commence on the later of the receipt of an invoice that meets the requirements of this Agreement or the date of acceptance of conforming Goods. Buyer shall be under no legal, contractual or other obligation of any kind to pay any invoices of Seller, its subcontractors or vendors, physically received by Buyer more than ninety (90) days after delivery of the Goods to which such invoice relates and any such failure to pay shall not be deemed a default under the terms of this Agreement.
  6. Warehousing Fee Buyer leverages a merchandising service provider in order to enhance customers’ experiences and increase the merchandising impact of Seller’s products. All Goods that are delivered to any of Buyer’s warehousing facilities will be charged a fee of 0.6% of the monthly net purchase amount (invoiced amount less all applicable discounts and credits) invoiced to Buyer, which fee will be deducted from one or more of Seller’s invoices on a monthly basis.
  7. Risk of Loss. The Goods are identified and Buyer obtains an insurable interest therein upon issuance of the purchase order. However, title to the Goods and risk of loss thereof shall not pass from Seller to Buyer until acceptance of the Goods by Buyer as provided in this Agreement.
  8. Seller’s Representations and Warranties. In addition to all other express or implied warranties of Seller, Seller represents and warrants that all Goods delivered hereunder: (a) conform to samples, descriptions and specifications included or referred to in the Agreement and will be saleable as goods that so conform after receipt by Buyer; (b) are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, with all revisions and amendments pertaining thereto, to the extent said Act is effective and applicable, and are not an article which may not, under the provisions of Section 404 or 505 or said Act, be introduced into interstate commerce; (c) are produced, handled, transported and/or imported, as the case may be, in accord with standards that meet or exceed those required by the Federal Food Safety Modernization Act ((“FSMA”) and all applicable regulations promulgated thereunder; (d) if imported from a “foreign supplier,” Seller shall be the “importer” for purposes of the Foreign Supplier Verification Rule of FSMA (in such case, Seller agrees to have an effective foreign supplier verification program in place; to never name Buyer as “importer,” “importer of record,” or any other similar designation with U.S. Customs and Border Protection, or any other governmental agency; and to never utilize Buyer’s DUNS number on any documentation associated with the imported goods); (e) do not contain any asbestos, polychlorinated biphenyls (PCBs), lead, lead paint, mercury, or any other hazardous material of any type; (f) have been manufactured in conformity with both State and Federal laws applicable to wages and hours and that no person was employed in the production of the Goods who is under the minimum age limits prescribed by State and Federal law; (g) are of good and fresh quality meeting all applicable government standards, including but not limited to shelf life; and (h) do not infringe upon any patent, trademark, tradename, service mark or other intellectual property rights of a third party, whether registered or unregistered. Additionally, the Goods shall be subject to all written and oral express warranties made by Seller’s agents, and to all warranties provided for by the Uniform Commercial Code. Sales, as adopted in Missouri. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to Buyer Seller’s standard warranty and guaranty applicable to the Goods. All warranties and guaranties shall run both to Buyer and to its customers and all end users or consumers of the Goods. Inspection, opportunity for inspection or acceptance of Goods by Buyer shall neither terminate nor waive Seller’s warranties. Seller shall not be responsible for loss resulting from the negligence of the Buyer in the storage and handling of Goods delivered hereunder.
  9. Confidentiality. Seller shall keep confidential all confidential and/or proprietary information concerning Buyer that is furnished by Buyer to Seller in connection with this Agreement, including, but not limited to, the existence and contents of this Agreement, any information regarding Buyer’s products, projects, business, plans, programs, plants, retail or wholesale facilities, processes, equipment, costs, customers and operations and any other information, which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary (collectively, “Confidential Information”). Without Buyer’s prior written consent, Seller will not disclose nor will it permit Seller’s representatives to disclose any Confidential Information to any persons other than who have a need to know such information in connection with performing its obligations under this Agreement. The obligations of Seller to keep confidential any Confidential Information shall continue beyond the termination, expiration or lapse of this Agreement until such Confidential Information comes into the public domain through no omission or unauthorized act of the Seller. Confidential Information shall not include information that is (a) or becomes publicly available other than as a result of a breach of this Agreement by Seller or its representatives; (b) furnished or made known to Seller by third parties (other than those acting on behalf of Buyer) reasonably understood to have the right to disclose such information without restriction on disclosure or use; (c) legitimately in Seller’s possession prior to disclosure by Buyer or (d) developed by Seller without reference to the Confidential Information. If Seller is requested or becomes legally compelled to disclose any Confidential Information, Seller shall provide Buyer with prompt Notice of the request or requirement so that Buyer may seek a protective order or other appropriate remedy. If such order or other remedy is not obtained, Seller agrees to furnish only that portion of the Confidential Information as it is advised by counsel is legally required to be disclosed and to exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. The parties acknowledge that the breach of this Section by one party may give rise to irreparable injury to the other party which is not adequately compensable in damages or at law. Accordingly, the parties agree that injunctive relief may be an appropriate remedy to prevent violation of either party’s respective rights or obligations under this Section.
  10. Non-Solicitation. During the term of this Agreement and for a period of one (1) year following its termination, Seller shall not, as a result of becoming aware of any employee of Buyer who is connected with the performance of this Agreement, directly or indirectly solicit or hire (or utilize as an independent contractor) such employee. The parties acknowledge that the breach of this Section by one party may give rise to irreparable injury to the other party which is not adequately compensable in damages or at law. Accordingly, the parties agree that injunctive relief may be an appropriate remedy to prevent violation of either party’s respective rights or obligations under this Section.
  11. Indemnification. Seller shall indemnify, hold harmless and at Buyer’s request by counsel reasonably satisfactory to Buyer, defend Buyer and its officers, directors, shareholders, customers, agents and employees, against any and all liabilities, claims, losses, damages, fines, penalties, costs and expenses, including, without limitation, attorneys. fees and costs, arising from or related to (a) any breach of a representation or warranty by Seller contained in this Agreement, (b) failure to observe any covenant of Seller contained in this Agreement, (c) or otherwise caused by the Goods or by any act or omission of Seller, its employees, representatives or agents, (d) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean-up costs, (e) Seller failing to satisfy the Internal Revenue Service’s guidelines for an independent contractor, (f) any claim based on the negligence, omissions or willful misconduct of Seller, its employees, officers or agents, or (g) any claim by a third party against Buyer alleging that the Goods infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party or violate any law or regulation. Seller shall not settle any such suit or claim without Buyer’s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Buyer in enforcing this indemnity, including without limitation attorneys’ fees. Inspections or opportunity for inspection by Buyer shall not relieve Seller of its indemnity obligations under this Section.
  12. Subordination. Seller hereby subordinates any presently existing or hereafter arising security interest it may have in the Goods (whether a purchase money security interest or otherwise) to the security interests now or hereafter granted by Buyer to its lenders in the ordinary course of Buyer’s business, to the extent the Goods constitute collateral or other security granted to such lenders in connection therewith.
  13. Audit. Seller agrees to allow Buyer or a third party auditor retained by Buyer to analyze appropriate records of Seller to ensure compliance with all the terms of this Agreement. Any such audit may commence within three (3) days of Seller’s receipt of Notice from Buyer to audit during normal business hours. The cost of any audit shall be borne by Buyer unless material default in contract compliance is discovered, in which event the audit cost shall be borne by Seller. Audits shall not unreasonably interfere with Seller’s business operations.
  14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflicts of laws principles. Buyer and Seller expressly opt out of the provisions of the United Nations Convention on Contracts for the International Sale of Goods and elect the provisions of the Uniform Commercial Code, as adopted by the State of Missouri and amended from time to time, to govern this Agreement. To the extent not inconsistent herewith, Article 2 of the Uniform Commercial Code shall supplement this Agreement.
  15. Prevailing Party. In the event a party commences legal action to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover as an element of its costs of suit, not as damages, reasonable attorney’s fees and costs to be fixed by the court.
  16. Dispute Resolution. Buyer and Seller shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement through discussions between the executive(s) of Buyer and Seller responsible for this Agreement. If these discussions are unsuccessful, the parties agree that any legal action or proceeding with respect to this Agreement will be brought either in the state court of St. Louis County, Missouri or the Federal District Court of the United States of America for the Eastern District of Missouri and by execution and delivery of this Agreement, each party hereby consents to the jurisdiction of the aforesaid courts solely for the purpose of adjudicating its rights with respect to this Agreement or any document related thereto. Each party hereby consents to service of process by certified mail and irrevocably waives any objections to the sufficiency of any service which is given in such manner. The parties further agree to waive any right to a jury trial that either party might otherwise have in any and all courts. Notwithstanding anything to the contrary contained herein, Buyer may assert any claim to enforce its rights pursuant to Section 9, 10, or 11 in any court of competent jurisdiction.
  17. Notices. To the extent notice is required or the parties are required to respond via written communication (collectively, “Notice”), such Notice shall be sent: (a) by certified mail, postage prepaid, return receipt requested, with such notice deemed to have been given upon the third business day after posting in the United States Mail; or (b) by national delivery service guaranteeing overnight delivery, with such notice deemed to have been given upon the next business day; or (c) by facsimile transmission, provided a confirmation copy is sent via one of the other methods provided herein to the addresses provided below, with such notice deemed to have been given upon receipt of the facsimile transmission. Notices to Seller shall be delivered to the address or facsimile number set forth on the purchase order and if not set forth in the purchase order, at the address of Seller reflected in Buyer’s records. Notices to Buyer shall be sent to Buyer’s purchasing representative listed on the Purchase Order at: Schnuck Markets, Inc. 11420 Lackland Road St. Louis, Missouri 63146 with a copy to: Schnuck Markets, Inc. 11420 Lackland Road St. Louis, Missouri 63146 Attention: Chief Legal Officer, Phone No. (314) 994-4134, Fax No. (314) 994-4412 Email: mmoorkamp@schnucks.com.
  18. Entire Agreement. The Agreement constitutes the entire written expression of all terms of the parties’ agreement, and supersedes all proposals, oral and written, and all other communications between the parties, in relation to the subject matter of this Agreement.
  19. Amendment. No amendment of this Agreement shall be effective unless reduced to writing signed by an authorized representative of Buyer.
  20. Severability. If any term or provision of this Agreement is invalid or unenforceable under any applicable statute, regulation, ordinance, executive order or other rule of law, such term or provision shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, executive order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.
  21. Assignment. The rights and obligations of Seller hereunder may not be assigned, delegated or transferred without the prior, express, written consent of Buyer’s authorized representative.
  22. Counterparts; Facsimile Signatures. A purchase order may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Notwithstanding anything to the contrary contained in this Agreement, a purchase order may also be signed and transmitted by facsimile, PDF, or other electronic means, with such signature to be treated as an original and the document transmitted to be considered to have the same binding effect as an original signature on an original document. At the request of either party, any facsimile, PDF, or electronic document will be re-executed in original form by the parties who signed the facsimile, PDF, or electronic document.
  23. No Waiver. The failure of any party, in any instance, to insist on strict compliance of any of the terms of this Agreement, or to exercise any right or privilege herein conferred, shall not be construed as waiving any such terms, conditions, rights or privileges but the same shall continue to remain in full force and effect. No course of dealing between the Buyer and Seller or usage of trade shall modify this Agreement or be deemed a waiver of either party of their rights pursuant to the express provisions of this Agreement.
  24. Independent Contractor. In entering into and complying with this Agreement, Seller is at all times performing as an independent contractor. Nothing in this Agreement shall constitute or be construed as the creation of an agency, employment, partnership or joint venture between Seller and Buyer.
  25. Schnucks Rewards Terms and Conditions Welcome to the Schnucks Loyalty Rewards Program (“Rewards Program”), a program that allows you to accrue points toward a discount off your next grocery trip and free/discounted products. The Rewards Program is 100% free.
    It is important that you read these entire Rewards Terms, which you accept when you participate in the Rewards Program. However, here are some of the highlights:

    • Points and other Rewards are subject to expiration, forfeiture and termination, have no cash value and you have no property or other interest or right to them, and may not transfer or encumber them.
    • Schnucks may change Points and other Rewards accrual and redemption terms, unless we have specifically committed otherwise in writing (e.g., limited time promotions). Please check the Rewards Schedule attached hereto as Exhibit A regularly for current details.
    • Schnucks may terminate your membership, or the Rewards Program, at any time, in which case Points and other Rewards are forfeited.
    • Limited to U.S. residents, 18 years or older, void where prohibited, and subject to eligibility requirements and program terms, conditions and limitations.
    • Does not apply to cigarettes, smokeless tobacco, alcoholic beverages and certain other items as set forth on Exhibit A.
    • Identification may be required to redeem Rewards.
    • Subject to acceptance and consent to our Terms of Use and Privacy Policy at https://nourish.schnucks.com/.
    • YOU CONSENT TO OUR PRIVACY PRACTICES AND AGREE TO LIMITATIONS ON YOUR REMEDIES AND OUR LIABILITIES AND TO ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER.

    Thank you for reviewing the terms and conditions (“Rewards Terms”) to the Rewards Program operated by Schnuck Markets, Inc. (“Schnucks” or “we” or “our” or “us”).By participating in the Rewards Program, you agree to these Rewards Terms, which govern the terms and conditions of the Rewards Program. Each time you engage in Rewards Program activities, (i) the then-current Schnucks Terms of Use posted at https://nourish.schnucks.com/ and through the Rewards App (“Terms of Use”) apply (with any conflicts resolved by application of these Rewards Terms) and are incorporated herein as part of these Rewards Terms, and (ii) you consent to our practices as set forth in the then-applicable Schnucks Privacy Policy available at https://nourish.schnucks.com/ and through the Rewards App (“Privacy Policy”). In some instances, both these Rewards Terms, including the rewards schedule attached as Exhibit A hereto (“Rewards Schedule”), and/or other additional terms explained in an offer or promotion setting forth additional or different terms and/or conditions will apply to your Rewards (in each such instance, and collectively “Rewards Additional Terms”).To the extent there is a conflict between these Rewards Terms and any Rewards Additional Terms, the Rewards Additional Terms will control.
    Each time you participate in the Rewards Program (other than to merely access and read these Rewards Terms), you agree to be bound by and comply with then current Rewards Terms, and any applicable Rewards Additional Terms, subject to Section 12 hereof. Do not participate in the Rewards Program, and cancel your Rewards Account, if you do not agree to any of these Rewards Terms. Any previous participation will continue to be governed by the Rewards Terms, including any applicable Rewards Additional Terms, in place at the time of such participation.

  1. Accounts and Rewards Program Service
    1. Accounts. To participate in the Rewards Program, you must complete the rewards program account (“Rewards Account” or “Account”) registration process, which may be done at a Participating Store, online at www.schnucks.com/rewards, through the Rewards App or in such other manner as we may offer. Registering an Account is not required to make a purchase and the Account registration process (including, without limitation, the collection of your personal information) is separate from any purchase transaction you may make at or around the same time. Registering an Account is required to earn and redeem Rewards.
      You must provide and maintain a valid e-mail address and, to use the Rewards App, the mobile phone number assigned to the mobile device to which the Rewards App is downloaded, and promptly update your account with any changes. You acknowledge that Schnucks may (i) communicate with you about Rewards Program changes, rewards and promotional materials through this e-mail address and to this mobile device as more fully set forth herein; (ii) share your account information with our trusted third party providers in connection with the Rewards Program; and (iii) use and share information and data about you as set forth in our Privacy Notice.
      You are not permitted to share your Account, Account credentials or Account access with others and are solely responsible for any third party Account access or activities, including any unauthorized Rewards redemptions. Notwithstanding the foregoing, members of the same household can share an Account (for example, a husband and wife living in the same household can share an Account or a husband, wife and children 18 years or older living in the same household can share an Account). You agree to keep your Account information current and to secure your Account credentials and log-in information. You should alert us at nourish.schnucks.com/contact-us/ or (800) 264-4400 in the event of suspected unauthorized access to or misuse of your Account, but you will remain solely responsible for any unauthorized use or misuse.
      You may view your Rewards Program activity at the Rewards section of www.schnucks.com/rewards (“Rewards Site”).From time-to-time we may provide you with other ways to access, update and use your Account. You agree to keep your Account information current, to secure your account credentials and log-in information and not to let others access or use your account. In order to cancel your Account, you can delete the Rewards App and unsubscribe from email communications about Rewards.
    2. Rewards Program Service. We offer you the ability to participate in the Rewards Program through the use of an app on your mobile device (“Rewards App”) or at the Rewards Site. The Rewards App and the Rewards Site may offer you certain features and services that allow you to manage your Account. These features and services may include the ability to: (i) check your Points balance, (ii) access, select and redeem Rewards, (iii) update your Account information, (iv) see your credited purchase history and (v) reset your password. Some features of the Rewards Program (including the Rewards App, the Rewards Site and their supported platforms, websites or other services) (collectively, “Rewards Program Service”) may change from time-to-time and be discontinued without notice. Use of a feature constitutes your consent to all feature functionality, including data collection and use. Some features utilize geo-location to attempt to identify your location (e.g., geofiltering and location-based features) and/or may access your device and device files (e.g., contacts). Check the Rewards App settings menu, your device settings and any Rewards Additional Terms for more information on features and your choices regarding them.
      Unless otherwise provided in these Reward Terms or any applicable Rewards Additional Terms, you must use the Rewards Program Service to accrue or redeem Points, Rewards Program Discounts, or other Rewards or Reward Offers. Points, Rewards Program Discounts and other Rewards are limited to your Qualifying Purchase of Qualifying Products at any of the Participating Stores, or as otherwise may be set forth in applicable Reward Offers or otherwise in applicable Rewards Additional Terms (e.g., Rewards received for engaging in Qualifying Activities such as social media or other promotional activities).
    3. Wireless Features. The Rewards Program Service may offer certain features and services via your wireless device. Features and services may include the ability to access the Rewards Program Service’s features, view menus, upload content to the Rewards Program Service, receive messages from the Rewards Program Service and download applications to your wireless device (collectively, “Wireless Features”). You agree to receive communication we may send through Wireless Features for which you are registered. Further, we may collect information related to your use of the Wireless Features. If you use Wireless Features, you agree to notify Schnucks of any changes to your wireless contact information (including phone number) and update your account to reflect the changes. If the Rewards Program Service includes push notifications or other mobile communications capability, you hereby approve our delivery of electronic communications directly to your mobile device. These notifications, including badge, alert or pop-up messages, may be delivered to your device even when the Rewards App is running in the background. You may have the ability, and it is your responsibility, to control the notifications you do, or do not, receive via your device through the device settings. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device. Contact your carrier with questions regarding these issues.
  2. Points
    1. General. We may offer Rewards in the form of digital point(s) accrued as a result of a Qualifying Purchase (“Points”) at Participating Stores. Points have no cash or property value or equivalency even if they accumulated based on amounts (i.e., Dollars) spent, or they may be redeemed for certain “Dollars off” of a purchase. How many Points you can accrue, for what and when, and what the Points can be redeemed for and when (“Accrual and Redemption Opportunities”) may vary from time-to-time and from offer-to-offer, subject to the terms and conditions of applicable Rewards Additional Terms and as set forth in the applicable Reward Offer. Please check our Rewards Schedule (which is a form of Reward Additional Terms), attached as Exhibit A hereto, regularly for current details. Accrual and Redemption Opportunities may change from time-to-time, and from location to location, except to the extent specifically provided in applicable Rewards Additional Terms (e.g., certain terms offered for a limited promotional period). Unused Points will not expire for so long as you maintain an active account, but (i) Rewards and Rewards Offers (and their underlying Points) may expire subject to their terms, and any underlying Points that may have been redeemed with respect thereto will not be reinstated upon such expiration; and (ii) if your Rewards Program membership, or the Rewards Program, is cancelled or terminated, accrued Points will be forfeited.
      Accrual of Points is limited to your purchase of Qualifying Products at any of the Participating Stores, or as otherwise may be set forth in applicable Rewards Additional Terms (e.g., Rewards received for engaging in Qualifying Activities such as social media or other promotional activities).Where Points are based on Dollars spent, the applicable calculation will be based on the post-discounts net price you pay for the Qualifying Product, excluding taxes and other charges. Other restrictions may apply. We may choose to offer, in a manner not inconsistent with applicable law, incentive programs such as double Points, to certain, but not all, Rewards Program members. We reserve the right to forfeit or adjust Points if we cannot verify, to our sole satisfaction, the underlying Qualifying Purchase or other Qualifying Activity for the member claiming them, or in the event we suspect fraud or a violation of these Rewards Terms or applicable Rewards Additional Terms.
    2. Accruing Points. The time of checkout is the only time that you can earn or redeem Points. You currently have two options for adding Points from your Qualifying Purchases into your Rewards Program Account: (1) scanning your barcode using the Rewards App or (2) entry of rewards number (which is your phone number). To scan your barcode, open the Rewards App from your mobile device, touch the “View Rewards” button in the Rewards App or tap the barcode icon at the bottom right of the App screen, and then select how much you want to redeem (if anything) and give your phone to the checker to scan. The checker will scan your barcode from your phone. If you do not have your phone with you at the time of checkout, you can still earn points by entering your rewards number (which is your phone number) on the pin pad. All qualifying Points will be added to your Account following your scan or manual entry.
      Your printed receipt will show Points earned and redeemed. The Rewards App will show how many Points you have and how many Points you are able to use in redemptions. If you make a Qualifying Purchase and were not able to successfully scan your barcode or manually enter your rewards number (which is your phone number) , you may contact customer affairs at (800) 264-4400 or nourish.schnucks.com/contact-us/ for help. Points that are the subject of any confirmation notice are still subject to adjustment by us.
      We may offer other means of adding Points to your account. For more information on current Points Accrual and Redemption Opportunities, check the Rewards Schedule, attached as Exhibit A hereto, and see any other then available Rewards Offers and Rewards Additional Terms.
  3. Qualifying Products, Purchases and Activities.
    You may typically have the ability to accrue Points for every Dollar you spend at Schnucks Participating Stores, on post-discount cash amount actually paid for then qualifying products (“Qualifying Products”). You may redeem Points on taxes but not earn Points on taxes. Additionally, you can redeem points on taxes for products that are not eligible in the Rewards Program. Typically, Qualifying Products do not include the purchase of cigarettes, smokeless tobacco, alcoholic beverages, prescription drugs or any other products we may designate on Exhibit A or if required to comply with applicable law. From time-to-time we may change what items are Qualifying Products, so check applicable promotions, Reward Offers and the Rewards Schedule and other Rewards Additional Terms for details.
    Points will only be issued for purchases of Qualifying Products at Participating Stores that meet all the terms, conditions and requirements of these Rewards Terms and applicable Reward Offer terms and Reward Schedule and other Rewards Additional Terms at the time of purchase (“Qualifying Purchase”). Purchases made prior to becoming a Reward Program member do not count for receiving Points or Rewards. Other exclusions to Qualifying Purchases may apply. Check applicable Rewards Additional Terms for details.
    Occasionally we may offer a way to receive Points or Rewards for non-purchase activities, subject to applicable Rewards Additional Terms (“Qualifying Activities”), which will be subject to our satisfaction, in our sole discretion, that all applicable terms and conditions were met by you personally (and without use of automated method), and that there is no actual or suspected fraud, misconduct, illegal activity or inappropriate behavior present. To the extent Qualifying Activities involve you engaging in activity that exposes Schnucks to your friends or the public (e.g., social media posts) you will do so only in a manner that makes it clear that you are potentially eligible for Rewards by doing so (e.g., #SchnucksPromotion, #Sponsored, etc.) as more fully explained here: HTTPS://WWW.FTC.GOV/TIPS-ADVICE/BUSINESS-CENTER/ADVERTISING-AND-MARKETING/ENDORSEMENTS and that otherwise complies with applicable Rewards Additional Terms. Qualifying Activities may also include things like the occasion of your birthday, holidays or other events that we may deem from time to time to qualify for Points or other Rewards.
  4. Rewards and Benefits
    1. Points and Other Rewards. The Rewards Program provides you with the ability to receive discounts, credits, Points, or other benefits (collectively “Rewards”). Points and Rewards have no cash value or equivalency, and neither Rewards Program participants nor any third party shall have any property or other right or interest in or to Points or other Rewards (including, without limitation, no community property interests apply to a spouse’s Points and other Rewards and they are not descendible upon death) and you may not sell, gift, encumber or transfer Points or other Rewards, Reward Offers (defined below) or a Rewards Account. In the event any applicable law shall hold otherwise, you agree that your unredeemed Points and other Rewards shall be deemed to have never accrued or issued. Schnucks may terminate, or change, any aspect of Rewards (including, without limitation, accrual, redemption, expiration and benefit terms and conditions) (“Rewards Benefits”), at its sole discretion except to the extent specifically provided in applicable Rewards Additional Terms (e.g., certain terms offered for a limited promotional period). Rewards Benefits, including without limitation Rewards, Reward Offers and Rewards Program Discounts, may be subject to geographic eligibility and other restrictions. For a summary of current standard Rewards Benefits, check the Rewards Schedule, attached as Exhibit A hereto. Also, be sure to look at each Reward Offer for applicable Rewards Additional Terms, which may alter standard Rewards Benefits. Currently we treat failure to use the Rewards Program to accumulate Points, accept a Reward Offer or redeem a Reward at least once during any 12-month period as an extended period of inactivity that qualifies your Account to be charged $1.50 each month following the 12 month period of inactivity until you use the Rewards Program again. The $1.50 per month charge shall be deducted from your earned store credit balance in your Account. This $1.50 per month deduction from your earned store credit balance will continue (assuming your Rewards Program remains inactive) until all of your earned store credit has been deducted from your Account. After the entirety of your earned store credit has been deducted from your Account (assuming your Rewards Program remains inactive), any remaining accrued Points in your Account will be deducted from your Account in the month following the month when your remaining earned in-store credit has been deducted from your Account. We reserve the right to change the terms of inactivity consequences from time to time.
      Reward Offer(s)” are free items or in-store discounts on products that we may make from time-to-time, which are subject to their terms and conditions and any applicable Rewards Additional Terms. You will be able to earn Points every day for every dollar that you spend with Schnucks (excluding those items that are not authorized to be part of the Rewards Program).
      “Rewards Program Discounts,” where available, are a form of Reward Offer and, if issued by us or otherwise accepted by you, a Reward. Rewards Program Discounts, which, unless otherwise specifically provided in the Reward Offer or applicable Rewards Additional Terms, may be used to reduce the amount you pay for the base, pre-tax Qualifying Products purchase price off future Qualifying Purchases from Participating Stores, subject to geographic eligibility and other restrictions. Product availability may vary and may be limited. Rewards Program Discounts may only be applied against actual net purchase amounts (i.e., after applying any other applicable discounts) equal to or greater than the sum of the amount of Reward Offer(s) discount presented for redemption (e.g., an “up to” Dollars off discount), excluding Non-Qualifying Redemptions. This is because, as explained above, Rewards and Reward Offers have no cash or property value. Further, if a Reward is for a discount amount in excess of the pre-tax purchase price of Qualifying Products, we may be unable to process that transaction in some instances and in such case the Reward Program Discount or other Reward Offer cannot be applied to that transaction.
      Reward Offers may be used only once and must be used before they expire. Rewards and Reward Offers are not transferable or encumberable and, thus, may only be used by the member to whom issued. Reward Offers for products or services at Schnucks may typically be used in conjunction with most, but not all, other discounts or offers toward the purchase of Qualifying Products (check applicable Reward Offer terms and other Rewards Additional Terms for details) at Participating Stores.
      We are not responsible for Points or other Rewards, or Reward Offers, that might be removed or deleted from your Account for any reason, including security compromise, technical error or otherwise, or for lost or stolen Rewards Cards.
      If you do not complete the acceptance, use or redemption of an applicable Reward or Reward Offer before it expires, any applicable underlying Points or other Rewards will forfeit and will not be returned or returnable to your Rewards Account.
      We may occasionally offer you the ability to redeem Rewards Offers via the Rewards App (subject to its availability) while shopping at Participating Stores. You may choose to redeem your Points for a Rewards Offer available to you in the Rewards App at the particular time you visit (unless the item is free in which case no Points will be redeemed or deducted for the free item), subject to applicable Rewards Additional Terms that may apply to certain redemption options. Product availability may vary and may be limited. Schnucks will deduct your redeemed Points from, or otherwise adjust, your Rewards account at the time of redemption from the Participating Store. Once redeemed, you cannot reverse the redemption transaction.
    2. Redemption. Once you have made enough Qualifying Purchases, or completed enough Qualifying Activities, for an applicable redemption, you may use your Rewards App to redeem your Points. We may, from time-to-time, also provide you with opportunities to elect to redeem Points for a Reward by timely accepting a Reward Offer subject to its terms, at which point your Account will be credited for the applicable Reward, which once credited you may redeem at a Participating Store. Sometimes you will have options as to what Rewards you want to redeem Points for, or what Reward you can choose as part of an applicable Reward Offer. On occasion we may offer Rewards or Reward Offer options that involve redemption or completion through a third party, in which case they will be subject also to that third party’s terms and conditions. Schnucks will deduct your redeemed Points from, or otherwise adjust, your Rewards Account after the time of redemption, usage, expiration, termination or forfeiture. Once a Reward Offer is selected or otherwise accepted, you cannot reverse the Points redemption transaction, even if the related Reward expires before it is used or completed or it is lost, stolen or compromised.
      Reward Discounts, and other Rewards, can typically be applied to your purchase by showing the Reward in the Rewards App to a Schnucks cashier at the time you are making a purchase at a Participating Store. In order to redeem your Reward Offer(s) using the Rewards App, you must (i) activate the Reward from your Rewards App and (ii) show the barcode from the Rewards App to the Schnucks cashier. Your cashier will verify the Reward, and following verification, will apply the appropriate credit toward your check. Schnucks will remove your Reward from your Account at the time of redemption.
      The following items are, unless otherwise expressly provided in applicable Rewards Additional Terms, considered non-qualifying redemptions for which Rewards and Reward Offers may not be used, applied or otherwise redeemed: cigarettes, smokeless tobacco, alcoholic beverages, prescription drugs and other products we may designate on Exhibit A or where required to be excluded by applicable law (“Non-Qualifying Redemptions”). Tax may still be required to be paid on the full value of products or services for which the price was reduced by a Rewards Program Discount or other Reward. Unless otherwise stated in Reward Offer terms or other applicable Rewards Additional Terms, you may typically combine redemptions with e-mail and printed coupons. Other conditions and exclusions may apply as set forth in applicable Reward Offers and Rewards Additional Terms.
  5. Eligibility
    Rewards Program membership is open to individual U.S. residents for personal, non-commercial use at Participating Stores. You must be 18. Geographic and other eligibility restrictions may apply to some aspects of our Rewards Program. Resellers are excluded from the Rewards Program and from receiving Points, Rewards Program Discounts and other Rewards or Reward Offers. If we mistakenly issue Points, Rewards Program Discounts or other Rewards or Reward Offers for resale purchases, or to resellers, we reserve the right to deduct those and/or to invalidate improperly issued Reward Offers. If you are found, in our sole discretion to be a reseller, your Rewards Account may be terminated.
  6. Member Communications
    1. E-mail Messages. You may cancel or modify our e-mail marketing communications you receive from us by following the instructions contained within our promotional e-mails. This will not affect subsequent subscriptions and if your opt-out is limited to certain types of e-mails the opt-out will be so limited. Please note that we reserve the right to send you certain communications relating to your Account or use of our Rewards Program Service, such as administrative and service announcements and these transactional Account messages may be unaffected if you choose to opt-out from receiving our marketing communications.
    2. Text Messages. You may be given opportunities to subscribe to various text marketing or other text messaging programs and by doing so, you consent to receive ongoing text alerts (including by auto-dialers) from us related to our various businesses and affiliates, which may include co-promotions with or about other parties, except that if the scope of your consent for a particular subscription is limited that subscription will be so limited. Such consent is not required to purchase any product or service aside from the text subscription itself. For each subscription, text “HELP” for help and text “STOP” to terminate (i.e., opt-out) of that subscription. Subsequent or different subscriptions will be unaffected by an opt-out. You consent to receive a text confirming any opt-out as well as non-marketing administrative or transactional messages. For subscriptions to recurring text messages, you may receive up to the number of text messages per month specified in your consent, or to which you later consent. Alerts auto-renew unless otherwise specified when you consented. You understand that we will send mobile text messages using automated technology. Standard message, data and other fees may be charged by your carrier, and carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Contact your carrier for details. If we are charging a premium rate for text messages, that will be explained in the applicable subscription consent. Not all phones and/or carriers are supported. Schnucks is the sponsor of our text messages and may be contacted regarding them at: (800) 264-4400, or email: nourish.schnucks.com/contact-us/.
    3. Our Content. We try to keep our content current and accurate, but Rewards Program and product information, and other content, on the Rewards Site are not guaranteed, and not all items, pricing and offers are available in all of our locations. Actual availability and pricing will be determined at each applicable Schnucks Store location.
  7. Membership Cancellation and Termination
    You may uninstall the Rewards App at any time. Uninstalling the Rewards App, or an extended period of not using the Rewards App, may result in cancellation of your Rewards Program membership (or just your accrued Points, in our discretion), in which case you will forfeit all remaining Points, Rewards and Reward Offers.
    In addition, we may not issue you any Reward(s), and you will forfeit all Points, Rewards and Reward Offers accrued, if we (a) terminate your Account because of conduct that we determine, in our discretion, violates these Rewards Terms, Rewards Additional Terms, or any applicable law, involves fraud or misuse of Rewards Program membership, or is harmful to our interests or another customer; or (b) terminate the Rewards Program. We also reserve the right to deny future membership if we deem your conduct to have violated these Rewards Terms, Rewards Additional Terms or our Terms of Use. Our failure to insist upon or enforce your strict compliance with any such terms and conditions will not constitute a waiver of any of our rights.
    In the event that we detect any fraud or misuse in connection with your Rewards Account, we may freeze your Rewards Account. While your Rewards Account is frozen, you may continue to earn Points but you will not be allowed to redeem the Points until it can be determined that there was no fraud or misuse in connection with your Rewards Account. If we determine, in our sole discretion, that there has been fraud in connection with your Rewards Account, we may reduce the number of Points or dollars accumulated in your Rewards Account which have been earned by such fraudulent activity. In the event of any fraud or misuse associated with your Rewards Account, we may terminate your Rewards Account. In the event of such a termination of your Rewards Account, you will no longer be allowed to earn Points and you will only be allowed to redeem any remaining dollars which have accumulated in your Rewards Account as of the date of termination of your Rewards Account which were not obtained by fraudulent activity.
  8. Limitations
    Only one Rewards Program membership will receive Points for any one transaction. As more fully set forth in Section 2 and Section 4, Points and Rewards have no cash or property value and may not be transferred, assigned or encumbered. Additional restrictions may apply pursuant to Reward Offer and promotions terms, and other Rewards Additional Terms.
    Occasionally we may test new products, services or promotions. Some of these tests may have implications on Rewards Program members that may vary from the terms as stated here. When different policies or terms apply, we will communicate that to you through Rewards Additional Terms or otherwise.
  9. Dispute Resolution and Class Action Waiver
    As permitted by applicable law, you and Schnucks agree that all disputes pertaining to the Rewards Program or these Rewards Terms will be resolved through binding arbitration. You and Schnucks also agree that disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. YOU AND SCHNUCKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. All such disputes shall be handled according to the dispute resolution terms and conditions set forth in the Schnucks Terms of Use, which shall govern in the event of a conflict with these Rewards Terms.
  10. General Rewards Program Information
    The Rewards Program and its content, logos, taglines, and trademarks are the intellectual property of Schnucks; all rights reserved.
    These Rewards Terms are void where and to the extent prohibited by applicable law. The interpretation and application of these Rewards Terms is in the sole discretion and determination of Schnucks, which in each case you irrevocably agree shall be conclusive.
    We are not liable for any mistake that we may make with respect to awarding or accruing Points, redemption of Points or any other aspect of the Rewards Program. We do not guarantee any accuracy with respect to any aspect of the Rewards Program and we will not be liable for any inaccuracy in connection with the operation of the Rewards Program.
    Taxes may apply to Points and Rewards accrual and/or redemption where required by law.
    The Terms of Use, set forth, among other things, the terms and conditions pertaining to limitations of liability, disclaimer of warranty, and governing law applicable to the Rewards Program. The Rewards Program Services are Services as defined by our Terms of Use, which are incorporated herein by reference. Please visit our Terms of Use, available at https://nourish.schnucks.com/ for more details. Collectively, the Rewards Terms, any applicable Rewards Additional Terms, and any terms incorporated into such by reference, constitute our complete agreement with you regarding the Rewards Program and supersede all prior agreements, offers or representations, and can only be amended or waived by an authorized officer of Schnucks.
  11. Privacy Policy
    The information you provide as a member of the Rewards Program will be handled according to the Schnucks Privacy Policy, that is available at https://nourish.schnucks.com/ and you consent to our practices as described therein. The Rewards Program Services are Services as defined by our Privacy Policy. If you are interested in learning more about Schnucks’ privacy practices, please review the Privacy Policy.
  12. Updates to Rewards Terms
    These Rewards Terms (or if applicable Rewards Additional Terms) shall govern the Rewards Program as it applies to you from time-to-time. AS OUR PROGRAM EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE REWARDS PROGRAM MAY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAM UNDER THE REWARDS TERMS OR APPLICABLE REWARDS ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. YOU UNDERSTAND AND AGREE THAT EACH TIME YOU SIGN IN TO YOUR REWARDS ACCOUNT, OR OTHERWISE USE THE REWARDS PROGRAM (E.G., ACCUMULATING POINTS, ACCEPTING A REWARD OFFER OR REDEEMING A REWARD), YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS BY POSTING THEM ON THE REWARDS SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR CONTINUED REWARDS PROGRAM MEMBERSHIP AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Rewards Terms, and any applicable Rewards Additional Terms, each time you use the Rewards Program. Any new Rewards Terms or Rewards Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Rewards Terms, and any applicable Rewards Additional Terms, that applied when you previously transacted will continue to apply to such prior transactions (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. In the event any tribunal finds any changed terms to be invalid, unenforceable or illegal, such will be severed to the extent necessary for the remainder to be valid and enforceable. You should frequently check the Rewards Site and the e-mail you associated with your Account, for notices, both of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by terminating your Rewards Program membership as set forth in Section 7 and continued membership constitutes acceptance.

Exhibit A

Rewards Schedule

This information is current as of 05/31/2018.

Defined terms are indicated by initial caps and have the meaning ascribed to them in our Reward Terms, to which this Exhibit A is attached.

Additional terms and conditions may apply as stated in applicable Reward Offers, promotional offers or as made available at Participating Stores.

Accruing Points. You will typically have the potential to accrue 10 Points for every $1.00 that you spend on Qualifying Purchases of Qualifying Products at Participating Stores, up to a calendar year cap of 200,000 Points per year. Redemption is possible once you reach increments of 1,000 points. For every 1,000 points that you earn, you will receive $2.50 to redeem towards a purchase.

The maximum amount for redeeming is $500.00 (which is equivalent to 200,000 Points) and this is the maximum amount that can be maintained in your Account.Purchases made prior to joining the Rewards Program and discounts on your purchases do not count for accruing Points.

You can earn Points on co-pays for prescription pharmacy items but you cannot redeem Points on prescription pharmacy items. You can earn and redeem Points on over-the-counter pharmacy items.

You cannot earn or redeem Points on Schnucks Delivers, third party gift cards, alcohol, tobacco, smokeless tobacco, lottery purchases, money orders, wire transfers, purchases made at the Schnucks Bistro, transactions made at customer service (including, but not limited to, rug doctor rentals and third party bill payments), Schnucks Cooks and cooking school classes.

With respect to Schnucks Gift Cards, Points can be earned on the purchase of a Schnucks Gift Card. You cannot use Points to purchase a Schnucks Gift Card. You cannot earn points when using a Schnucks Gift Card to pay for purchases.

With respect to corporate credit cards, it is up to the corporation to determine if the employee or corporation gets Points when the card is used.

Instacart Shoppers are prohibited from earning Points in their Rewards Account when making purchases for customers.

You can earn Points on Double Up Food Bucks and redeem Points after Double Up Food Bucks have been applied.

Points must be earned and redeemed at the point of sale at the time of purchase in store. Points cannot be earned or redeemed at a later date if not earned or redeemed at the point of sale at the time of purchase.

You can only redeem Points on the remaining balance of a purchase after The Special Supplemental Nutrition Program for Women, Infants and Children (WIC) has been applied.

You can only redeem Points on the remaining balance of a purchase after a coupon has been applied.

You cannot earn Points on Points being used for a purchase.

You earn Points before sales tax is applied to your purchase. You can redeem Points for sales taxes, but you can’t earn Points on the value of sales taxes.

Multiple accounts cannot be linked. If a household wants to use the same account, one login can be shared and used among household members.

With respect to eScrip, if you want to use eScrip, you will need to only scan your eScrip card. If you scan your Rewards App before you scan your eScrip card, the Points will be given to your Rewards Program and not eScrip.

Other restrictions may apply.

Additional Non-Qualifying Redemptions may be excluded from redemption in Reward Offer terms, or terms made available at any particular Participating Store.

Reward Offers and Rewards are not transferable or encumberable and, thus, may only be used by the member to whom issued. Identification may be required. Rewards may be used in conjunction with most, but not all, other Schnucks discounts or offers toward the purchase of other than Non-Qualifying Redemptions products and services, and such usage will be subject to confirmation at the time of Reward usage and may differ from location to location and from time to time.

“Participating Stores” are limited to our locations in the following jurisdictions: Missouri, Illinois, Iowa, Indiana and Wisconsin.

Last updated 5/31/2018