TERMS and CONDITIONS FOR ALL SITE USERS Effective Date - October 14, 2008

1.

This site is operated by C & F Foods, Inc., ("C&F", "we," "us," "our") and as a User ("You", "your", "guest", "customer", "Broker(s)") are accessing our website for information, contact or other business. Our international headquarters is located in the City of Industry, California; our main telephone number is 626.723.1000. Our website address: http://www.cnf-foods.com. for further contact information, including how to contact us by email, calls or use the website. We are a California corporation formed under California laws.

2.

Site Features and Availability. We intend the Site to be available at all hours, but may not always be available (e.g., during maintenance, changes, out-ages and for other reasons we determine). We reserve the right to change or eliminate, and restrict or block access to all or any part of the Site from time to time without notice.

3.

Supplemental Terms. These Terms do not alter in any way the terms or conditions of any other agreement you may have with C&F, or its affiliates, for products, services or otherwise.

4.

Attribution of Electronic Acts to You. In the future, Site activities may require passwords when you register you or your company. You agree that if your password is used on the site, we may attribute all use to you and you will be legally bound by it even if the person using your password had no actual authority or failed to correct an error. You agree to protect your password as confidential information and to prohibit anyone you share it with from disclosing it to anyone not authorized by you. We recommend that you not share your password, but if you do, you agree to save, defend, indemnify and hold us harmless from and against any use claimed to be unauthorized.

5.

CAUTION Accuracy. We apologize for any inconvenience this may cause you, however from time to time there might be information on the site that is outdated or contains errors, inaccuracies, or omissions ("inaccuracy"), including but not limited to descriptions of events, markets, locations, products and services, pricing, product availability, or other information. Even if there is no inaccuracy, the product descriptions and all other information is intended only to be indicative of information at that time. No information is intended to be a guaranty or warranty, including (but not limited to) about what is right for you, and to do your own research and analysis as well. No information provided on the site is a substitute for qualified instruction, personal experience or other research. C&F assumes no liability for the use of or reliance on information - it is your responsibility to have the proper knowledge and to conduct any research regarding the subject matter.

6.

Ownership of Our Content. All Rights Reserved. All Content on or relating to the Site is the property of C&F or its affiliates, licensors or suppliers and is protected by U.S. and international copyright, patent, trademark, trade dress and/or other intellectual property or additional laws, by this contract or notices, and by robot exclusion headers and other technological measures. No Content may be copied, distributed, republished, uploaded, posted or transmitted in any way except pursuant to the express provisions of these Terms and any supplemental terms provided with the Content, or with our prior explicit consent in a separate record; all rights not expressly granted to you are reserved. Modification or use of Content for any other purpose may violate intellectual property rights, and no title to copies or to intellectual property rights are transferred to you - all title and rights remain with us. Permission is granted to electronically copy (pdf) and to print hard copies, portions of this Site for the sole purposes of (1) obtaining a copy of these Terms and (2) using this Site for information input or for reviewing our goods or services. As used herein, "Content" means (without limitation) all information, pictures, images, data, text, design images, sound files, animation, video, interfaces, icons, and the selection and arrangement of any or all of the foregoing appearing or included from time to time on or in the Site.

7.

Infringement of Our Rights or the Rights of Others. You agree to respect the intellectual property and other informational rights of us and others. As for intellectual property rights of others, anyone who believes that their work has been reproduced in a way that constitutes copyright infringement may provide a notice to us. It is our policy to terminate inappropriate circumstances any account or right of access for repeated infringement, and we also reserve the right to terminate for even one infringement.

8.

Third Party Sites. The Site may link to other websites and some sites link to ours. We provide these links as a convenience but, we do not endorse anything on it or the sites. Additionally, some services may be offered on or through the Site are provided by third party service providers, even though the page might look like a C&F page. You should be able to tell when a third party is a service provider because the page will usually indicate language like "brought to you by" or "powered by" the third party. If you deal with a linked site or use these services, your transaction is not with C&F, so you should review the linked site's "terms of use," other contract(s) and privacy policy before doing your transaction.

9.

No Resale. You may use the Site solely for any lawful purposes in compliance with these Terms. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify you and C&F for violations of these Terms.

10.

Lawful Conduct. As you use and have access to our Site, you agree that you will not violate any laws, contract or intellectual property rights, or commit a tort. You also agree not to:

11.

No warranties using this site. You agree that our site and all content, services and functionality are provided by us or any of our existing or future affiliates, suppliers or agents "as is" and "with all faults," and the entire risk as to the satisfactory quality, performance, accuracy and effort is by you. We do not make any representations or express warranties, except for duties of good faith, we disclaim all warranties, conditions and duties, express, implied or statutory, including but not limited to any (if any) implied warranties, duties or conditions: (a) of merchantability, of fitness for a particular purpose or use, of results, and of accuracy, completeness, privacy or security; and (b) created by trade usage, course of dealing or course of performance. If a duty cannot be disclaimed, you agree that the standard used to measure our performance of that duty will be intentional misconduct. Also, there is no warranty of title or against interference with your enjoyment of any aspect of the complete site, or against infringement. You expressly waive all duties, conditions and all warranties that might exist but for this paragraph.

12.

No incidental, consequential or certain other damages. To the full extent allowed by law, you agree that neither we nor any of our existing or future affiliates, suppliers or agents will be liable to you or any other person for any special, incidental, punitive, consequential or general damages that are similar to those, or for damages for: lost profits, for loss or impairment of privacy, security or data, for failure to meet any duty (including but not limited to any duty of good faith or of lack of negligence), or for any other similar damages whatsoever that arise out of or are related to any breach or other aspect of the entire agreement (as defined below) or complete site, even if we have been advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability or misrepresentation.

13.

Limitation of liability and exclusive remedy. You agree that your sole, aggregate remedy for any breach of the entire agreement (as defined below) and for any cause of action of any nature (including without limitation, tort) relating to any aspect of the entire agreement or the complete site shall be, at our option: (1) repair, substitution, replacement or correction of all or part of the content, act or item giving rise to damages incurred in reasonable reliance and not excluded above; or (2) the amount of damages not excluded above that you actually incur in reasonable reliance, which amount shall not exceed the amount (if any) you actually paid to C&F for the content, act or item causing said damages. The damage exclusions and limitation of liability in these terms shall apply even if any remedy fails of its essential purpose.

14.

Termination or Cancellation. Either C&F or You may end this agreement (the Terms) with or without cause or prior notice. Our rights under Nos. 7 to 9 and 12 to14 survive termination of these Terms. We may suspend or block your access to the Site whenever it appears to us that you might be breaching these Terms or otherwise about to cause harm or damage to us or others.

15.

Applicable Law and Exclusive Forum. This Site is controlled by us from our office in the City of Industry, California and is directed to U.S. users. If you access this Site from locations outside the U.S.A, you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or the Entire Agreement (as defined below in Section 18 - "Entire Agreement; Miscellaneous"). You agree that the Entire Agreement, all performances and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Complete Site or any product or service obtained in any connection with it, shall be governed by the laws of the State of California, without regard to its conflict of law provisions and without regard to where performance is made. You agree that any disputes shall be heard exclusively in the appropriate forum in California. You also consent to jurisdiction in a state or federal court sitting in Los Angeles County, California and waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by California or federal law.

16.

Notices, Including Our Address for Legal Notices. E-mails are not acceptable to give us Notice; You agree to send us legal notices by mailing or serving at 15620 East Valley Blvd., City of Industry, CA 91744-3926, Attention: Agent of Service.

17.

Amendments. You agree that we may amend these Terms from time to time, including by changing (by adding, altering, deleting, increasing or decreasing or anything else) in these Terms ("Amendments"). We will try to post them ten days before a new version becomes effective, but we reserve the right to provide lesser or subsequent notice as we think advisable (such as in an emergency or to prevent harm to us or others). You agree periodically to check for notice of an amended version and to review that version. The Effective Date of each version is in the title page. If you see a date that is later than the date you last reviewed the Terms, review the latest version because it will apply as of its Effective Date and until the next version is posted. All amended versions will apply to all information then or later in our control or possession. No Amendments will be effective unless we post them on our Site. You agree that using the site after the effective date of the amended version of these terms will constitute your agreement to the amended version.

18.

Entire Agreement; Miscellaneous. These Terms, including items incorporated into them and any (a) additional terms on the Site or otherwise provided by us for particular activities, and (b) disclosures provided by us and consents provided by you on the Site (collectively, "Entire Agreement"), constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement. If any part of the Entire Agreement is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms and the remainder of the Terms will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches, and time is of the essence of the Entire Agreement. There are no third party beneficiaries of any part of the Entire Agreement.