Customer Terms and Conditions

THESE TERMS AND CONDITIONS (“T&Cs”) shall govern the purchase, delivery, warranty, and sale of goods (“Ingredients”) as detailed in the purchase order (“PO”) and/or sales order confirmation and/or invoice attached hereto (“SOC”) submitted to Compound Solutions, Inc. (“CSI”), located at 1930 Palomar Point Way Ste. 105, Carlsbad, CA 92008 from buyer (“Buyer”). Acceptance of any part of the Ingredients under this SOC by Buyer constitutes an acceptance of all T&Cs and a withdrawal of any terms and conditions associated Buyer’s PO. CSI further objects to and rejects any different or additional terms in any response to this SOC by Buyer. If Buyer objects to any of these T&Cs, said objection must be brought to the attention of CSI by Buyer in a written statement. Said objections shall be deemed proposals for different terms and conditions and may be accepted only in writing by an authorized representative of CSI. This SOC and CSI’s shipment of the Ingredients is conditional on Buyer’s agreement to all T&Cs and CSI is otherwise unwilling to proceed with this transaction. Buyer agrees as follows:

  1. GOODS. Nothing herein shall obligate CSI to sell any minimum quantities or accept any future POs for Ingredients from Buyer. Title and risk of loss shall be as set forth in the PO. In the event all or any portion of the Ingredients are recalled voluntarily or by order or at the suggestion of any government entity, Buyer shall be responsible for handling and completing such recall and for all costs of said recall, including, without limitation a refund for the Ingredients subject to the recall, reimbursement of CSI’s damages and lost profits

  2. REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants that: (i) it and any third parties it works with related to the Ingredients or these T&Cs will comply with all international and U.S. federal, state, regional, and local laws, rules, regulations, ordinances, good manufacturing practices, and industry standards, including, without limitation, the U.S. Food Drug & Cosmetic Act (21 USC §301 et seq), the Federal Trade Commission Act, California’ s Proposition 65, 21 CFR sections 110 and 111 (“GMPs”) (collectively, the foregoing shall be “Laws and Standards”); (ii) the products that contain the Ingredients shall be manufactured, produce, packaged, labeled, stored, held, and shipped in compliance with Laws and Standards, including, without limitations GMPs; (iii) the products that contain the Ingredients will be fit and safe for their ordinary purpose of human consumption; (iv) Buyer’s performance of these T&Cs is not in conflict with, and will not cause an event of default under, any agreement or instrument to which Buyer is a party or by which Buyer is bound, including, without limitation, any credit, and supply or licensing agreements; (v) it is the sole owner of any intellectual property that it uses on the products that contain the Ingredients related to the Ingredients and the same do not infringe on the rights of others; and (vi) the individual entering into these T&Cs on behalf of Buyer has the authority and full power to do so, all corporate actions have been taken, and all approvals obtained, that are necessary to make these T&Cs binding and enforceable as against Buyer. CSI makes no representations or warranties to Buyer, including, without limitation, merchantability, fitness for a particular purpose, and non-infringement. CSI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY PROVISION OF THESE T&Cs (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS), EVEN IF CSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  3. INDEMNIFICATION. Buyer shall indemnify, hold harmless and defend CSI, and its parents, subsidiaries, affiliates, successors, assigns, licensees, sub-licensees, agents, manufacturers, contractors, distributors, officers, directors, shareholders, and employees (collectively, “Related Parties”), (collectively, “Related Parties”), against any claims, liabilities, demands, causes of action, judgments, settlements and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) arising out of Buyer or its Related Parties: (a) any actual or alleged violation of any Applicable Laws and Standards; (b) any actual or alleged breach of these T&Cs, including, without limitation, any representation or warranty hereunder; (c) any enforcement, investigation, charges, recall, or other action against CSI or its Related Parties brought by any federal, state, or local governmental authority that in any way relates to the products that contain the Ingredients; (d) the products that contain the Ingredients, including, without limitation, any products liability claim; (e) these T&Cs; (f) any act or omission related to the products that contain the Ingredients or these T&Cs; (g) any administrative action brought in any self-regulatory agency, including, without limitation, the National Advertising Division; and (h) any subpoena in any proceeding which CSI is not a party related to Buyer, the Ingredients, or these T&Cs. CSI and its Related Parties agree to notify Buyer in writing as soon as practicable regarding any claim brought against indemnitee for which indemnitee seeks indemnification. Buyer may not settle the claim(s) without the indemnified parties’ prior written approval. Buyer will obtain and maintain for a period of three (3) years after any PO: commercial general liability and product liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) aggregate.

  4. MISCELLANEOUS. Buyer shall not directly or indirectly divulge any confidential information belonging to CSI, except as required by law. The laws of the state of California shall apply to these T&Cs. The Parties agree that in the event that any legal action, suit, or proceeding is brought against either of them arising out of or in connection with these T&Cs or disputes relating to these T&Cs, it shall be finally settled in the appropriate state or federal court in San Diego County, California. The Parties hereby irrevocably accept and submit to the exclusive jurisdiction in personam and waive any and all objections to the exercise of such jurisdiction. If legal proceeding is brought for the enforcement of these T&Cs, or because of an alleged breach, default or misrepresentation in connection with any provision of these T&Cs or other dispute concerning these T&Cs, CSI shall be entitled to recover its reasonable attorney’s fees incurred in connection with any such legal proceeding. Buyer may not assign, transfer, or subcontract these T&Cs or any portion of its duties hereunder without CSI’s express, prior written consent. Any attempted assignment in contravention of this provision will be null and void. These T&Cs shall be binding on all permitted assignees and successors in interest. Any waiver or modification of the provisions of any of these terms or of CSI’s rights or remedies must be in a signed writing by CSI to be effective. Except as expressly stated in these T&Cs, failure to exercise or enforce by CSI will not preclude it of any other right or remedy under these T&Cs or that CSI is entitled by law to enforce. If any provision of these T&Cs is invalid or unenforceable in any jurisdiction, the other provisions of these T&Cs shall remain in effect. These T&Cs constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and controls over any other language, including, without limitation, any language on or related to Buyer’s POs, unless there is a written distribution (or other) agreement between the parties, signed by CSI and Buyer.