What is the consequence if an Ella Cafe franchisee purchases unapproved items for which the franchisee has identified Approved Products?

Franchisee may purchase from any supplier items and services for which Franchisor has not identified Designated Suppliers, as long as the items and services meet Franchisor's specifications. These specifications may include brand requirements ("Approved Brands"), and to the extent that Approved Brands have been identified, Franchisee must purchase and use only the Approved Brands.

• 8.2 Alternate Vendor Approval. If Franchisor requires Franchisee to purchase a particular Input only from an Approved Vendor or Required Vendor, and Franchisee desires to purchase the Input from another vendor, then Franchisee must submit a written request for approval and any information, specifications and/or samples requested by Franchisor. Franchisor may condition its approval on such criteria as Franchisor deems appropriate, which may include evaluations of the vendor's capacity, quality, financial stability, reputation, and reliability; inspections; product testing, and performance reviews. Franchisor will provide Franchisee with written notification of the approval or disapproval of any proposed new vendor within 30 days after receipt of Franchisee's request.
• 8.3 Alternate Input Approval. Franchisor will provide Franchisee a list of Designated Suppliers and Approved Brands and may, from time to time, modify the list of Designated Suppliers and/or Approved Brands. Franchisee must promptly comply with all such modifications. Franchisor is not responsible for any delays, damages, events of Force Majeure, or defects relating to Franchisee's purchases of Approved Brands or of goods or services from Designated Suppliers. Franchisor is not responsible for any cost increases related to increases in material costs, commodity prices, shipping and transportation costs, or other costs. Additionally, Franchisor makes no warranties concerning the freshness, quality, or shelf-life of any product sold by Designated Suppliers and expressly disclaims all implied warranties with respect to products sold by Designated Suppliers, including the warranty of merchantability and/or fitness for a particular use. Franchisee is solely responsible for inspecting all products and ingredients and determining their fitness for sale or use. Franchisee hereby waives all claims against Franchisor arising out of or relating to the quality and/or fitness of Approved Products or products supplied by Designated Suppliers.

Source: Item 22 — CONTRACTS (FDD page 50)