Terms of Use ("Terms")

Reviewed and current as of: February 10, 2026

Introduction

Culinary Depot Inc. and its affiliates ("Culinary Depot," "we," "us," or "Company") welcome you to our website located at www.culinarydepotinc.com and any related sub-pages or websites operated by our affiliates (collectively, the "Site"). These Terms of Use ("Terms") govern your access to and use of the Site, including any content, features, functionality, and services made available through it.

The Site provides general information regarding the Company, its business, and its products and services, including, without limitation, commercial foodservice equipment and related offerings (collectively, the "Products and Services"). Certain Products and Services may be accessible only to registered customers who log in using a username and password.

Your access to and use of the Site, and any Products or Services made available through it, are subject to your compliance with these Terms and any additional policies or notices referenced herein, including our Privacy Policy.

The Site is accessible globally; however, Culinary Depot offers goods and services only in the United States and the European Economic Area. The availability of specific Products and Services, and the laws applicable to your use of the Site, may vary depending on your location. These Terms are intended to apply to all users, regardless of geographic location or registration status, to the extent legally enforceable in the user’s place of residence. Where applicable law provides mandatory rights or imposes specific requirements, those provisions will apply only to the extent required by law.

For any additional terms related to our CulinaryPro™ Rewards Program, please refer to Section 18 of these Terms.

1. Acceptance of the Terms and Acknowledgement of Artificial Intelligence Use

Acceptance, Generally

By accessing, browsing, or using the Site, or by purchasing or otherwise using any products or services offered through the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms, together with our Privacy Policy available on the Site, constitute a binding and enforceable legal agreement between you and Culinary Depot Inc. and govern your access to and use of the Site and any related websites operated by Culinary Depot or its affiliates. Certain transactions or services may also be subject to additional terms, including, without limitation, terms presented at checkout, shipping and return policies, or other terms referenced on the Site (collectively, "Additional Terms"). In the event of a conflict between these Terms and any Additional Terms, these Terms shall control unless expressly stated otherwise.

By using the Site, you agree to:

1. be bound by these Terms, as updated from time to time;

2. accept notices regarding updates to these Terms, including via email where you have provided an email address; and

3. comply with all applicable laws and regulations in connection with your use of the Site and any purchases or interactions conducted through it.

We may update these Terms from time to time. When we do, we will revise the "Reviewed" date at the top of this page. Your continued use of the Site following any update constitutes your acceptance of the revised Terms.

By accessing or using the Site, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into a binding agreement under applicable law.

Please review these Terms carefully, including any disclaimers, limitations of liability, and other provisions that affect your rights and obligations.

Acceptance of Artificial Intelligence and Automated Interactions

AI Disclosure and Consent

We utilize artificial intelligence (AI), machine learning, and automated processing technologies to enhance your experience, including customer support chatbots, product recommendations, search functionality, personalized content, and order assistance. By using the Site, you acknowledge and expressly consent to interacting with these automated systems.

If you prefer to speak with a human representative, you may request human assistance by calling 1-888-885-8200 (Monday-Thursday 9 AM - 5 PM ET, Friday 9 AM - 1 PM ET).

AI-Generated Information and Accuracy Disclaimer

While we strive for accuracy, AI technologies may occasionally produce incorrect, outdated, incomplete, or misleading information (sometimes called "hallucinations" or errors). AI-generated information about product specifications, compatibility, pricing, stock availability, shipping times, nutritional information, cooking instructions, warranty terms, or any other product details is provided for informational purposes only and may contain errors.

You acknowledge and agree that:

AI-generated content is not guaranteed to be accurate, complete, current, or suitable for your specific needs;

You must independently verify critical information by reviewing the official product listing page, manufacturer specifications, or contacting our human customer service team before making purchase decisions or relying on AI-generated content;

We make no warranties, express or implied, regarding the accuracy, reliability, completeness, or fitness for a particular purpose of AI-generated content;

Culinary Depot explicitly disclaims all liability for errors, omissions, or inaccuracies in information provided by AI agents or automated tools, subject to the remedy process in this Section (Error Remedy Process)

AI Error Remedy Process

If you believe an AI system provided materially incorrect information that directly caused you to complete a purchase, we will work with you in good faith to resolve the issue:

Notice Requirement: You must notify us within fourteen (14) calendar days of discovering the error by contacting customer service at support@culinarydepotinc.com or 1-888-885-8200. Your notice must include: (i) a description of the incorrect information; (ii) documentation of what the AI stated (screenshot or chat log if available); (iii) your order number; and (iv) an explanation of how the error directly affected your purchase decision.

Review and Resolution: We will review your claim within ten (10) business days. If we determine in our reasonable discretion that: (i) the AI provided materially incorrect information about a core product attribute (price, key specifications, or in-stock availability); (ii) the error was significant and verifiable; and (iii) the error directly caused your purchase decision; we will offer one of the following remedies:

• Full refund of the purchase price plus return shipping costs (if applicable);

• Price adjustment if the AI quoted an incorrect promotional price and the difference is less than 20% of the actual price;

• Product exchange for the correct item if the AI provided incorrect specifications; or

• Store credit of up to 20% of the purchase price for minor errors or good faith disputes.

Exclusions: This remedy process does not apply to: (i) subjective AI recommendations, suggestions, or opinions (e.g., "this might work well for you"); (ii) information that was clearly displayed on the official product listing page and available for your review before purchase; (iii) third-party manufacturer claims or specifications; (iv) claims submitted more than seven days after you discovered or reasonably should have discovered the error; (v) errors from third-party AI tools not operated or controlled by us; or (vi) typographical errors or obvious mistakes (e.g., a USD 2,000 refrigerator listed at USD 2.00).

Exclusive Remedy: The remedies in this Section (AI Error and Remedy Process) are your sole and exclusive remedies for AI-generated errors or inaccuracies, except where prohibited by applicable law or where such errors constitute fraud or intentional misrepresentation.

Monitoring, Recording, and Data Collection

To promote quality service, improve AI accuracy, maintain safety and security, train our systems, and comply with legal obligations, we record, store, and analyze all interactions between you and our AI systems, including chat conversations, voice inputs, search queries, browsing behavior, and feedback you provide.

By engaging with our AI-powered chat features, voice assistants, search tools, or other automated systems, you explicitly consent to such recording, storage, and analysis by us and our authorized third-party service providers.

For complete details on how we collect, use, store, and protect your AI interaction data, including your privacy rights, data retention periods, third-party sharing, and international data transfers, please review our Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

Prohibited Uses of AI Systems

You may not use our AI systems to:

1. Generate, request, or distribute harmful, illegal, defamatory, obscene, or inappropriate content;

2. Attempt to manipulate, "jailbreak," or circumvent AI safety controls or content filters;

3. Extract, scrape, reverse-engineer, or attempt to recreate our AI models, algorithms, or training data;

4. Impersonate others, misrepresent your identity, or engage in fraudulent activity;

5. Probe for security vulnerabilities or conduct unauthorized security testing;

6. Use automated tools, bots, or scripts to interact with AI systems at scale;

7. Violate any applicable laws or regulations.

We reserve the right to immediately suspend or terminate your access to AI features or your entire account if you engage in any prohibited uses, without prior notice and without refund.

Changes to AI Systems

We may modify, update, suspend, or discontinue any AI features at any time without prior notice. We are not liable for any modification or discontinuation of AI features. AI systems are provided "as is" and are subject to ongoing development and improvement.

Agreement Required

IF YOU DO NOT AGREE TO THESE AI TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SITE, INTERACT WITH AI FEATURES, OR MAKE ANY PURCHASES THROUGH THE SITE. Your continued use of the Site after any changes to these AI terms constitutes your acceptance of such changes.

2. The Site

The Site provides information about Culinary Depot Inc., its business, and the products and services offered for sale through the Site, as well as additional materials and resources that we may make available from time to time. These may include, without limitation, product descriptions, pricing and availability information, marketing materials, future offerings, website features, contact information, videos, text, logos, button icons, graphics, images, data compilations, links, and other content displayed on or made available through the Site (collectively, the "Content").

Except as expressly permitted by these Terms or applicable law, you may not:

1. reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Site or Content for any commercial purpose, or use the Content for any purpose other than your personal, non-commercial use of the Site;

2. copy, modify, reverse engineer, decompile, or attempt to extract the source code of the Site or any portion of the Content;

3. use the Site or Content for any unlawful, misleading, fraudulent, or improper purpose, or in any manner that could harm, disrupt, or interfere with the operation, security, or reputation of Culinary Depot or its business;

4. modify, alter, or create derivative works from the Content; use any illustrations, photographs, videos, or audio separately from the accompanying text; or remove or obscure any copyright, trademark, or other proprietary notices;

5. access without authorization, interfere with, damage, disrupt, or attempt to gain unauthorized access to any portion of the Site; any servers, systems, or networks connected to the Site; or any software or services used to operate the Site;

6. knowingly introduce or transmit any viruses, malware, worms, Trojan horses, spyware, adware, or other harmful or malicious code intended to damage, disrupt, or interfere with the operation of any computer system or network;

7. take any action that imposes an unreasonable or disproportionately large load on the Site or its infrastructure, or that otherwise impairs or compromises the functionality, security, or availability of the Site for other users;

8. infringe or misappropriate the intellectual property, proprietary rights, or other rights of Culinary Depot or any third party in connection with your use of the Site or Content; or

9. use the Site in a manner that violates the terms, policies, or conditions of any third-party platform or service through which the Site is accessed or hosted, including social media platforms, where applicable.

3. The Products and Services; License

Subject to your compliance with these Terms, Culinary Depot Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable permission to access and use the Site and the Content solely for your personal, non-commercial use and for lawful shopping, browsing, and informational purposes (the "License").

This License does not grant you any ownership or other rights in the Site or Content and is subject to all limitations, restrictions, and prohibitions set forth in these Terms, including those described in Section 2. Culinary Depot may suspend or terminate this License at any time if you fail to comply with these Terms.

4. Registration and Customer Account

You may browse the Site and access certain Content without creating an account. However, to place orders, access certain features, or use specific functions of the Site, you may be required to create a user account (an "Account") and provide applicable registration information.

When creating an Account, you may be required to provide certain personal information, which may include your name, email address, username, password, and other information necessary to process orders, provide customer support, or otherwise facilitate your use of the Site, as described in our Privacy Policy.

Your Account is protected by login credentials. You are responsible for maintaining the confidentiality of your username and password and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party and to take reasonable steps to safeguard your Account and supervise its use.

You agree to provide accurate, current, and complete information when creating or maintaining your Account and not to misrepresent your identity or any information associated with your Account. You are solely responsible for all activity conducted through your Account, whether or not authorized by you.

If we reasonably believe that an Account has been created or used to impersonate another person, engage in fraud, or violate these Terms, we may suspend or terminate the Account immediately, in addition to pursuing any other remedies available to us under law. Where appropriate, we may also report such conduct to relevant authorities.

You may not sell, assign, transfer, or permit others to use your Account or Account credentials without our prior written consent.

You must notify us promptly of any unauthorized use of your Account or any other security breach and take immediate steps to secure your Account, including changing your password. If you need assistance, please contact us at support@culinarydepotinc.com.

You may update your Account information, change your password, or request account closure by accessing your account settings or by contacting customer support at support@culinarydepotinc.com.

5. Payment and Shipping Terms

Culinary Depot is based in the United States. Any purchase of products or services offered through the Site is subject to the prices, fees, and charges displayed on the applicable product page or during checkout at the time you place your order (collectively, the "Fees").

By placing an order through the Site, you authorize us to charge the applicable Fees using the payment method you provide.

Fees and Payment Terms

1. Taxes. Fees do not include applicable sales, use, value-added, or similar taxes unless expressly stated otherwise. You are responsible for any applicable taxes associated with your purchase, which will be calculated and displayed at checkout where required by law.

2. Payment Methods. Fees must be paid at the time of purchase using the payment methods made available on the Site, which may include credit cards or other authorized electronic payment methods. We may change or limit available payment methods at any time in our discretion.

3. Order Authorization. All orders are subject to acceptance by Culinary Depot. We reserve the right to refuse, cancel, or limit any order, including after submission, for reasons including suspected fraud, pricing errors, inventory limitations, or violations of these Terms.

4. Refunds, Returns and Cancellations.

   • Standard Returns: Returns are accepted only within 30 days of purchase on unused items in original packaging. All returns are subject to a minimum 25% restocking fee, and you are responsible for arranging and paying for return shipment.

   • Non-Returnable Items: Custom items, made-to-order equipment, and products with optional accessories are FINAL SALE and may not be returned.

   • Cancellations: Orders may only be cancelled prior to shipment. Once an order is in the shipping phase (even if not yet physically picked up), it cannot be cancelled and will be treated as a standard return subject to the restocking fee.

5. Pricing Changes and Errors. Prices, product descriptions, and availability are subject to change at any time without notice. In the event of a pricing or typographical error, we reserve the right to correct the error and cancel or modify affected orders, including after payment has been processed, and issue a refund if applicable.

6. Payment Information. You are responsible for providing accurate, current, and complete payment and billing information and for promptly updating such information if it changes. Culinary Depot is not responsible for delays or failures caused by inaccurate or expired payment details.

7. Non-Payment and Chargebacks. Failure to pay Fees, attempted chargebacks, or reversed payments without a valid basis may result in order cancellation, suspension of account access, denial of future purchases, and pursuit of any remedies available to us under applicable law.

8. Collections and Fees. If payment cannot be processed due to reasons not attributable to Culinary Depot, we may contact you to resolve the issue. To the extent permitted by law, you may be responsible for reasonable collection costs incurred in connection with unpaid amounts.

9. Currency. All prices are displayed in U.S. dollars unless otherwise stated. If you place an order using a payment method that involves currency conversion, your financial institution may apply additional fees or exchange rates over which we have no control.

10. Shipping, Delivery, and Inspection Duty.

• Commercial Delivery Standard. User acknowledges that all freight amounts listed are for commercial deliveries. Additional charges may apply for residential deliveries, lift-gate services, or inside delivery unless explicitly arranged in advance.

• Missing or Lost Items. You must report any missing items or discrepancies within 48 hours of delivery. If a shipment is lost by the carrier, a trace will be initiated, which may take up to 7-10 business days. Refunds or replacements for lost items will only be processed after the carrier’s trace is complete.

6. Privacy Policy

We respect your privacy and are committed to protecting the personal information you share with us. We believe you have the right to understand how we collect, use, and protect information when you access, browse, or use the Site.

Our privacy practices and the types of information we collect are described in detail in our Privacy Policy (the "Privacy Policy"). The Privacy Policy is incorporated into these Terms by reference and forms an integral part of them.

By accessing or using the Site, you acknowledge that you have read and understood the Privacy Policy and agree to the collection, use, and disclosure of information as described therein. If you do not agree to the Privacy Policy, you must not access or use the Site.

7. Intellectual Property Rights

The Site, the Content, and all trademarks, trade names, service marks, logos, designs, product images, text, graphics, videos, data compilations, website layout, and other materials made available by Culinary Depot Inc. through the Site, together with all related intellectual property rights (collectively, the "Intellectual Property"), are owned by or licensed to Culinary Depot and are protected by applicable intellectual property laws, including copyright, trademark, and unfair competition laws, as well as international conventions and treaties.

Except for the limited right to access and use the Site and Content as expressly permitted under these Terms, no rights, title, or interest in or to any Intellectual Property are granted to you. All rights not expressly granted are reserved by Culinary Depot and its licensors.

You agree not to challenge, contest, or otherwise interfere with Culinary Depot’s ownership of or rights in the Site, the Content, or the Intellectual Property. You further agree not to remove, obscure, or alter any copyright, trademark, or other proprietary notices appearing on the Site or Content.

If you become aware of any actual or suspected infringement, misuse, or unauthorized use of Culinary Depot’s Intellectual Property, you agree to notify Culinary Depot promptly.

To the extent you submit any content, materials, feedback, reviews, or other information through the Site that is not otherwise owned by Culinary Depot ("User Submissions"), you grant Culinary Depot a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable license to use, reproduce, modify, display, distribute, and otherwise use such User Submissions in connection with the operation of the Site and Culinary Depot’s business, including for marketing and promotional purposes, to the extent permitted by applicable law.

Nothing in these Terms transfers ownership of any Intellectual Property to you or constitutes a waiver of any intellectual property rights held by Culinary Depot under applicable law.

8. Trademarks and Trade Names

"Culinary Depot," the Culinary Depot name, logos, trademarks, service marks, trade names, and other proprietary identifiers used in connection with the Site and Culinary Depot’s business (collectively, the "Culinary Depot Trademarks") are trademarks and/or trade names of Culinary Depot Inc., whether or not registered.

All other trademarks, service marks, trade names, logos, product names, and brand identifiers that may appear on the Site are the property of their respective owners (collectively, "Third-Party Trademarks") and are used for identification or descriptive purposes only.

Nothing in these Terms grants you any right, license, or interest in or to the Culinary Depot Trademarks or any Third-Party Trademarks. You may not use, copy, reproduce, display, distribute, or otherwise exploit any such trademarks without the prior written consent of the applicable owner. You agree not to assert any ownership interest in, or challenge the validity of, the Culinary Depot Trademarks or any Third-Party Trademarks.

Copyright Claims (DMCA). Culinary Depot respects the intellectual property of others. If you believe that any content on the Site infringes your copyright, please submit a written notice complying with the requirements of 17 U.S.C. § 512(c)(3) to us at support@culinarydepotinc.com or by mail to 2 Melnick Drive, Monsey, NY 10952.

9. Links to Third-Party Sites

The Site and the Content may contain links to third-party websites, services, or resources that are not owned or controlled by Culinary Depot Inc. These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or approval of any third-party website, service, or content.

Culinary Depot does not control, and is not responsible for, the availability, accuracy, content, advertising, products, services, or other materials available on or through any third-party websites or services. Access to and use of such third-party websites, services, or content, and any transactions or interactions you have with third parties, are entirely at your own risk.

We reserve the right to remove or disable any third-party link at any time, in our discretion.

Most third-party websites and services are governed by their own terms and conditions, including terms of use and privacy policies ("Third-Party Terms"). We encourage you to review the applicable Third-Party Terms carefully before accessing or using any third-party website or service.

10. Third-Party Tools

The Site may rely on third-party tools or services to support website functionality, analytics, payment processing, customer support, or other business operations. Culinary Depot does not provide access to, license, or distribute any third-party software to users and is not responsible for the terms, policies, or performance of such third-party services.

11. Product and Service Availability

The Site and its features may be unavailable, interrupted, or limited from time to time due to maintenance, updates, technical issues, network or system failures, third-party service disruptions, or other factors beyond our reasonable control.

Culinary Depot does not guarantee that the Site will be available at all times, uninterrupted, secure, or error-free, or that access to the Site will be free from delays, failures, or unauthorized access. We reserve the right to modify, suspend, or discontinue all or any part of the Site at any time, with or without notice, without liability to you.

12. Changes to The Site and Products and Services

Culinary Depot Inc. reserves the right, in its sole discretion and at any time, to modify, update, correct, enhance, suspend, remove, replace, or discontinue the Site, any Content, or any features, functionality, or offerings made available through the Site, in whole or in part, temporarily or permanently, with or without notice.

Culinary Depot shall have no liability to you or any third party for any modification, suspension, or discontinuation of the Site or any portion thereof.

13. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Site and the Content are provided on an "as is" and "as available" basis, without warranties of any kind. Your access to and use of the Site and Content is at your own risk.

Culinary Depot Inc. disclaims all warranties, express or implied, relating to the Site and the Content, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Without limiting the foregoing, Culinary Depot does not warrant that the Site or Content will be uninterrupted, timely, secure, accurate, complete, error-free, or free of viruses or other harmful components, or that any defects will be corrected.

Culinary Depot does not warrant or assume responsibility for any third-party products, services, content, advertisements, or offers made available through the Site or through any linked websites, banners, or other advertising. Any dealings you have with third parties are solely between you and the applicable third party. Culinary Depot does not monitor or control such transactions and is not responsible for their outcomes.

Product Warranty Disclaimer

To the extent permitted by law, Culinary Depot disclaims all implied warranties with respect to products sold through the Site. Any warranties applicable to products, if any, are limited to those expressly provided by the manufacturer or as otherwise stated in our return, refund, or warranty policies. Nothing in these Terms is intended to limit any consumer rights that cannot be lawfully disclaimed under applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, so some of the above disclaimers may not apply to you.

Manufacturer Warranty Shield

You understand and agree that Culinary Depot is a distributor, not a manufacturer. If a unit is not working to specification, our sole obligation is to submit your claim information (Model, Serial Number, Proof of Purchase) to the manufacturer or their local authorized service agent. Any further service obligations, repairs, or disputes must be resolved directly between you and the manufacturer or authorized agent.

You understand further that most products sold on the Site are intended for commercial use. Installation of commercial equipment in non-commercial or residential applications often voids the manufacturer's warranty entirely. Culinary Depot bears no liability for parts, labor coverage, or component failure resulting from installation in residential settings.

Finally, you acknowledge that warranties do not cover standard wear parts (e.g., gaskets, bulbs) or issues caused by improper installation or lack of preventative maintenance (e.g., cleaning condenser coils).

14. Limitation of Liability

To the maximum extent permitted by applicable law, Culinary Depot Inc., including its affiliates and their respective officers, directors, employees, and representatives, shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of business, loss of use, or loss of data, arising out of or relating to the purchase, use, misuse, or inability to use any product or service purchased through the Site, whether based on contract, tort (including negligence), strict liability, warranty, or any other legal theory, even if Culinary Depot has been advised of the possibility of such damages.

Without limiting the foregoing, Culinary Depot shall not be liable for damages arising from:

1. improper installation, assembly, use, maintenance, modification, or repair of any product by you or a third party;

Note: Food-Contact Products meet FDA food-contact standards (21 CFR 170-189) based on manufacturer certifications.

California Proposition 65 Warning: Some products may expose you to chemicals known to California to cause cancer or reproductive harm; product-specific warnings appear on individual product pages under "Safety Information." Using products beyond stated temperature/heat source ratings, with damaged surfaces (cracks, chips, corrosion), or contrary to manufacturer care instructions voids warranties and may create safety hazards for which Culinary Depot is not liable

2. failure to follow manufacturer instructions, warnings, or safety guidelines;

3. ordinary wear and tear, cosmetic damage, or damage caused by misuse, abuse, or accident;

4. delays, shipping issues, or third-party carrier errors beyond Culinary Depot’s reasonable control;

5. your reliance on product descriptions, specifications, or images that are provided for general informational purposes and may vary from the actual product.

Liability Cap – Per Product/Order

To the extent Culinary Depot is found liable for any claim arising out of or relating to a specific product or order, Culinary Depot’s total aggregate liability for that product or order shall not exceed the amount actually paid by you to Culinary Depot for the specific product(s) or service(s) giving rise to the claim.

For any claim not arising from a specific product or completed order, Culinary Depot’s total aggregate liability shall not exceed the greater of (a) US $500 or (b) any amounts paid by you to Culinary Depot in the six (6) months preceding the event giving rise to the claim.

Manufacturer Responsibility

To the extent permitted by law, any warranties, representations, or guarantees applicable to products sold through the Site are provided solely by the manufacturer, not Culinary Depot, except as expressly stated in writing by Culinary Depot. Culinary Depot does not assume responsibility for manufacturer warranties, product performance, or fitness beyond what is required under applicable law.

NEITHER CULINARY DEPOT NOR ANY MANUFACTURER IS RESPONSIBLE FOR ANY TYPE OF LOSS OR DAMAGES ARISING FROM FOOD OR PRODUCT SPOILAGE CLAIMS, WHETHER OR NOT ON ACCOUNT OF PRODUCT FAILURE, REFRIGERATION FAILURE, OR COMPRESSOR DEFECTS.

Mandatory Legal Carve-Out

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for personal injury caused by Culinary Depot’s negligence, fraud, or willful misconduct, or any mandatory consumer protection rights.

Time Limitation on Claims

Any claim arising out of or relating to a product or service purchased through the Site must be brought within two (2)years from the date the claim arose, unless such limitation is unenforceable under applicable law, in which case, the claim must be brought within the applicable limitation period specified.

Website and Live Chat Disclaimer & Liability Allocation

The Site may include interactive features such as live chat, contact forms, or automated assistance tools that allow you to communicate with Culinary Depot or its service providers. These features are provided for general informational and customer service purposes only and are not intended to provide legal, professional, technical, or safety advice.

To the maximum extent permitted by applicable law, Culinary Depot shall not be liable for any damages arising out of or related to your use of, or reliance on, information provided through the Site, live chat, or similar communication tools, including any inaccuracies, delays, misunderstandings, or omissions, except to the extent such liability cannot be limited or excluded under applicable law.

Any liability arising out of or relating to website functionality, live chat interactions, or other pre-purchase communications shall be subject to the liability limitations and caps set forth in these Terms.

Jurisdictional Exclusions

Some jurisdictions do not allow certain exclusions or limitations of liability, so some of the above limitations may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Culinary Depot Inc., and its affiliates and their respective officers, directors, employees, and representatives, from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

1. your use of the Site or your account, including any misuse or unauthorized use;

2. your violation of these Terms or applicable law;

3. your infringement or misappropriation of any intellectual property, privacy, or other rights of any third party in connection with your use of the Site;

4. any content, information, or materials you submit, post, or transmit through the Site; or

5. your misuse, improper handling, installation, operation, or modification of any product purchased through the Site, to the extent such claim is caused by your acts or omissions.

This indemnification obligation will survive termination of these Terms and your use of the Site.

Culinary Depot reserves the right, at its option, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Culinary Depot in asserting any available defenses. You may not settle any indemnified matter without Culinary Depot’s prior written consent, which shall not be unreasonably withheld.

16. Amendments to the Terms

Culinary Depot Inc. may update or modify these Terms from time to time in its discretion. These Terms incorporate by reference our Privacy Policy and any other policies expressly referenced herein, as each may be updated from time to time.

If we make a material change to these Terms, we will make reasonable efforts to provide notice, which may include posting a prominent notice on the Site and/or sending an email to the address associated with your account, if you have provided one. Unless otherwise stated, material changes will become effective no earlier than forty-eight (48) hours after such notice is provided.

All other changes become effective as of the "Last Revised" date indicated at the top of these Terms. Your continued access to or use of the Site after the effective date of any changes constitutes your acceptance of the revised Terms.

Notwithstanding the foregoing, changes required to comply with applicable law or legal requirements may take effect immediately or as otherwise required by law, with or without prior notice.

If you do not agree to any updated Terms, you must stop using the Site.

17. Termination or Suspension of your Account

These Terms remain in effect for as long as you access or use the Site or maintain an account with Culinary Depot Inc.

Account Termination by You

You may stop using the Site at any time. If you have created an account, you may request account closure by contacting customer support or using available account settings. Termination of your account will not affect any orders already placed, processed, shipped, or completed prior to termination, nor will it relieve you of any payment obligations incurred before termination.

Termination or Suspension by Culinary Depot

Culinary Depot may, in its sole discretion and at any time, suspend or terminate your account or your access to all or part of the Site, with or without notice, if we reasonably believe that:

1. your account or activity poses a risk to security, privacy, or Site integrity;

2. your use of the Site violates these Terms, the Privacy Policy, or applicable law;

3. suspension or termination is necessary to protect the rights, property, or safety of Culinary Depot, other users, or the public;

4. your account has been used for fraudulent, deceptive, or unlawful activity; or

5. we are required to do so by law or legal process.

We may, but are not required to, provide notice of suspension or termination. Where we determine in our discretion that the issue leading to suspension has been resolved, we may restore access to your account.

Effect of Termination

Upon termination or suspension of your account:

1. your right to access and use the Site and any account features will cease immediately;

2. any pending or future orders may be canceled, except where prohibited by law;

3. you remain responsible for all charges, fees, and obligations incurred prior to termination; and

4. Culinary Depot shall have no obligation to retain or provide access to account-related information, except as required by applicable law.

Discontinuation of the Site

Culinary Depot reserves the right to modify, suspend, or discontinue the Site or any portion thereof, temporarily or permanently, at any time and without liability to you.

Survival

The provisions relating to intellectual property, disclaimers of warranties, limitation of liability, indemnification, governing law, dispute resolution, and any other provisions that by their nature should survive, shall survive termination of these Terms.

18. Additional Terms – CulinaryPro™ Rewards Program

The CulinaryPro™ Rewards Program (the "Program") is a loyalty program offered by Culinary Depot Inc. that provides eligible members with free standard shipping on qualifying purchases, subject to these Additional Terms.

Disclosures

Key Automatic Renewal Terms.

Pre-Renewal Notice. We will send you an email reminder at least fifteen (15) days before your subscription renews to the email address on file. This reminder will include: (i) your upcoming renewal date; (ii) the amount that will be charged; (iii) the payment method we will charge; and (iv) instructions on how to cancel if you wish to avoid renewal. It is your responsibility to maintain a current email address in your Account. We are not responsible if renewal notices are not received due to outdated contact information, spam filters, or email delivery issues.

Cancellation You may cancel your Program subscription at any time through your online Account Page using our simple, self‑service cancellation option, or by any additional method we make available from time to time. There is no fee to cancel, other than your usual internet or mobile data charges, if any.

You may cancel your subscription at any time using any of the following methods:

• Phone: Call 1-800-885-8200 (Monday–Friday, 9 AM–8 PM ET; Saturday, 10 AM–6 PM ET) and request cancellation

• Email: Send a cancellation request to rewards@culinarydepot.com with your name, email address, and enrolled shipping address(es) you wish to cancel

Program Benefits

Program members receive free standard ground and common‑carrier shipping on eligible Culinary Depot orders placed at culinarydepotinc.com with a pre‑tax merchandise subtotal of USD $49.00 or more in eligible items per order (excluding taxes, shipping charges, fees, and prior purchases).

Free shipping applies only to eligible items and covers standard ground and common‑carrier shipping costs. Additional charges may apply for lift‑gate service, expedited or rush shipping, oversized or heavy items, special handling, appointment delivery, residential surcharges, and other shipping options or carrier fees, as disclosed on the applicable product page and/or at checkout.

Eligibility

To enroll in the Program, you must have a registered customer account, maintain at least one valid saved payment method, and have orders shipped to a shipping address located within the contiguous United States that is enrolled in the Program. The Program is not valid for shipments to addresses outside the contiguous United States.

Subscription; Auto-Renewal; Fees

1. Subscription and Auto‑Renewal. The Program is a paid, automatically renewing annual subscription. Your membership will renew each year unless you cancel before your renewal date.

2. Fees. The annual subscription fee is USD 199.00 per year for your first enrolled shipping address. Each additional enrolled shipping address is USD 49.00 per year per address. Each shipping address requires its own Program subscription for Program benefits to apply to orders shipped to that address.

3. Taxes. Applicable taxes may be added to the Program fees where required by law.

4. Authorization. By enrolling in the Program, you authorize Culinary Depot to charge the applicable annual fee (plus any applicable taxes) to your saved payment method at enrollment and again on each renewal date, unless you cancel your subscription before the renewal date.

5. Shipping Addresses and Address-Based Subscriptions. You may enroll multiple shipping addresses. Program benefits apply only to the enrolled address associated with the applicable subscription. Enrolled addresses cannot be altered once the subscription is purchased. If you need coverage for a different address, you must enroll that address separately.

6. Non-transferability. Your subscription and benefits in the Program are strictly non-transferable. The Program benefits apply only to orders shipped to the specific enrolled address(es) within the contiguous United States and are not valid for international shipments or shipments to Alaska or Hawaii.

Free Shipping Exclusions and Limitations

Free shipping under the Program:

1. is valid only on orders placed at culinarydepotinc.com;

2. is not valid on return shipments, special orders, prior purchases, shop services, or rentals;

3. is nontransferable and not redeemable for cash or any other form of credit;

4. applies only to standard ground and common‑carrier shipping to U.S. addresses in the contiguous United States (including eligible APO/FPO addresses), subject to carrier limitations;

5. does not waive or eliminate oversized/heavy‑item charges, special‑handling charges, accessorial fees, or other surcharges, which will be shown on the applicable product page and/or at checkout; and

6. may exclude certain items due to weight, dimensions, contents, carrier restrictions, or other factors; where reasonably practicable, such ineligibility will be disclosed in the individual product description and/or at checkout.

To activate free shipping on a qualifying order, you must select the "Free" shipping option in the cart or at checkout (when available). Free shipping applies only to the order’s first "ship‑to" address.

Delivery Estimates

Any estimated arrival or delivery dates displayed are estimates only and are not guaranteed. Delivery times may be affected by weather, carrier delays, supply chain conditions, or other circumstances beyond our reasonable control, and Culinary Depot is not responsible for delays caused by such factors.

Managing and Cancelling Your Subscription

You can manage your Program subscription through your Account Page, including updating your payment method, viewing renewal dates, reviewing enrolled shipping address(es), adding additional address subscriptions, and canceling your subscription.

1. Cancellation. You may cancel your subscription at any time through your Account Page. If you cancel, you will continue to receive Program benefits through the end of your then-current subscription period. Your subscription will end on your renewal date, and you will not be charged again unless you choose to re-enroll.

2. Confirmation. We will provide confirmation of your enrollment and information on how to cancel your subscription. We may also provide confirmation of cancellation.

3. Refunds. Program membership fees are non-refundable, except where required by applicable law.

Termination or Suspension by Culinary Depot

We may suspend or terminate your Program membership at any time in our sole discretion, including if we determine you have engaged in fraud, misuse, abuse, chargeback abuse, or conduct that violates these Program Terms, our Terms of Use, our Privacy Policy, or applicable law, or that is harmful to Culinary Depot or our users. If we terminate your membership for these reasons, Program benefits will end immediately and no refund or credit will be provided, except where required by applicable law.

Program Changes

We may modify, suspend, or terminate the Program (including benefits, eligibility, and fees) at any time. Changes are generally effective when we post them on the Site or otherwise notify you. However, if we increase the annual fee for your existing subscription, we will provide you with reasonable notice prior to your next renewal. Your continued participation or failure to cancel after such changes become effective constitutes your acceptance of the updated Program terms.

Governing Terms

These Additional Terms incorporate and are governed by the main Terms of Use and the Privacy Policy. If there is a conflict, these Additional Terms control solely with respect to the Program. By enrolling in or using the Program, you agree to these Additional Terms.

19. General

1. Entire Agreement. These Terms constitute the entire agreement between you and Culinary Depot Inc. regarding your access to and use of the Site and supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the same subject matter.

2. Governing Law, Arbitration, etc.

• Mandatory Informal Dispute Resolution. For any dispute, you and Culinary Depot agree to first attempt to resolve it informally. Before initiating any arbitration or court proceeding, you must send a written "Notice of Dispute" to us at legal@culinarydepot.biz (or by certified mail to our address). The Notice must include: (1) your name and contact information; (2) the order number; (3) a description of the dispute; and (4) the specific relief you seek. We will then have sixty (60) days from receipt of your Notice to resolve the dispute. You agree that you may not commence any arbitration or court proceeding until this 60-day period has expired. The statute of limitations shall be tolled (paused) during this 60-day period.

• Emergency Equitable Relief. Notwithstanding the informal resolution process above, either party may seek emergency provisional relief (such as a temporary restraining order or preliminary injunction) from a state or federal court in Rockland County, New York, if necessary to prevent irreparable harm or preserve the status quo pending the completion of the dispute resolution process.

• Small Claims Court Priority. WE STRONGLY ENCOURAGE THE USE OF SMALL CLAIMS COURT. Notwithstanding anything else in this Agreement, you or we may bring an individual action in Small Claims Court if the claim qualifies and remains in that court. Furthermore, if you file an arbitration claim against us that could have been brought in Small Claims Court, Culinary Depot reserves the right to demand that the arbitration be closed and the dispute transferred to Small Claims Court.

• Mandatory Arbitration for Larger Claims. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, which cannot be resolved informally or in Small Claims Court, shall be determined by binding arbitration in Rockland County, New York before one arbitrator.

• The Arbitration Provider (JAMS). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. The JAMS rules are available at www.jamsadr.com.

• Fees and Costs (Business vs. Consumer).

  • Commercial/Business Customers: If you are purchasing for a business or commercial entity, you and Culinary Depot shall split all arbitration filing, administrative, and arbitrator fees equally. Each party shall bear its own attorneys' fees.

  • Consumers: If you are a consumer purchasing for personal, household use, payment of fees will be governed by the JAMS Consumer Standards.

• Class Action Waiver. YOU AND CULINARY DEPOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Culinary Depot agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims.

• Governing Law. The arbitration will be conducted in the English language and governed by the Federal Arbitration Act and the laws of the State of New York, without regard to its choice of law principles.

3. No Relationship. Nothing in these Terms shall be deemed to create any partnership, joint venture, employment, agency, or franchisor-franchisee relationship between you and Culinary Depot.

4. No Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing to be effective.

5. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

6. Assignment. You may not assign or transfer these Terms, in whole or in part, without Culinary Depot’s prior written consent. Any attempted assignment in violation of this section is void. Culinary Depot may assign or transfer these Terms freely, including in connection with a merger, sale of assets, or similar transaction.

7. Amendments. These Terms may be amended only as set forth in the "Amendments to Terms" section. No other amendment or modification shall be binding unless made in accordance with that section.

20. For Information, Questions, or Notification of Errors, Please Contact:

If you have any questions, comments, or requests for clarification regarding these Terms or your use of the Site, please contact us by email at support@culinarydepotinc.com.

We will make reasonable efforts to respond within a reasonable timeframe.