Supplier Terms and Conditions

THESE TERMS AND CONDITIONS (“T&Cs”) shall govern the purchase, delivery, warranty, and sale of goods (“Goods”) as detailed in the purchase order (“PO”) attached hereto submitted by Compound Solutions, Inc. (“CSI”), located at 1930 Palomar Point Way Ste. 105, Carlsbad, CA 92008 to vendor (“Vendor”) . As an offer, this purchase order expressly limits acceptance to its terms and conditions, and notification of objection and rejection to any different or additional terms in any response to this offer from the CSI by way of sales order confirmation, invoice, or other, is hereby given. If Vendor objects to any of these T&Cs, said objection must be brought to the attention of CSI by Vendor in a written statement separate from any sales order confirmation, invoice, or other printed form of Vendor. 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 PO is conditional on Vendor’s agreement to all T&Cs and CSI is otherwise unwilling to proceed with this transaction. Vendor’s shipment of Goods pursuant to a PO shall constitute its acceptance and agreement to these T&Cs. Vendor agrees:

1. GOODS. Delivery of the Goods in a timely manner is of the essence. Nothing herein shall obligate CSI to any minimum purchase or future purchases of Goods from Vendor. The Goods shall be manufactured, produced, packaged, labeled, stored, held, and shipped in compliance with Laws and Standards (defined below). Vendor agrees to fulfill only those quantities in the PO. Unless agreed to by CSI, no additional or substitute items shall be shipped. Vendor agrees that upon reasonable notice to Vendor, CSI shall have the right to inspect and audit Vendor’s and/or any contracted third parties’ facilities to ensure compliance with Applicable Laws and Standards. Title and risk of loss shall be as set forth in the PO. CSI has the right to reject the Goods at any time, including, without limitation, upon discovery of any latent defect. If CSI rejects the Goods, Vendor shall reimburse CSI for the cost of any raw material that it provided to Vendor. In the event all or any portion of the Goods are recalled voluntarily or by order of any government agency, Vendor shall handle such recall and be responsible for all costs, including, without limitation, a refund for the Goods, CSI’s damages, and CSI’s lost profits.
2. REPRESENTATIONS AND WARRANTIES. Vendor represents and warrants that: (a) it and any third parties it works with related to the Goods or these T&Cs and the Goods will comply with all applicable 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, 21 CFR sections 110 and 111 (“GMPs”), and California’ s Proposition 65 (collectively, the foregoing shall be “Applicable Laws and Standards”); (b) the Goods will be fit and safe for their ordinary purpose of human consumption; (c) the Goods will be merchantable and meet CSI’s specifications and additional instructions set forth in the PO; (d) the Goods will be free of contamination; (e) the packaging and containers for the Goods shall be compliant and bear all markings, warnings and label information required under Applicable Laws and Standards and CSI’s instructions; and (f) it is the sole owner of any intellectual property that it uses related to the Goods and the same do not infringe on the rights of others. CSI makes no representations or warranties to Vendor. 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 AND INSURANCE. Vendor 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”), 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 Vendor 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 the Indemnified Parties brought by any federal, state, or local governmental authority that in any way relates to the Goods; (d) the Goods, including, without limitation, any products liability claim; (e) these T&Cs; (f) any act or omission related to the Goods 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 Vendor, the Goods, or these T&Cs. The indemnified parties agree to notify Vendor in writing as soon as practicable regarding any claim brought against Indemnitee for which Indemnitee seeks indemnification. Vendor may not settle the claim(s) without the indemnified parties’ prior written approval. Vendor 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. Vendor shall not directly or indirectly disclose 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, it shall be finally settled in the appropriate state or federal court in San Diego County, California. The Parties here by 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 in connection with any provision of these T&Cs, CSI shall be entitled to recover its reasonable attorney’s fees incurred in connection with any such legal proceeding. Vendor may not assign, transfer, or subcontract these T&Cs or any portion of its duties hereunder without CSI’s express, prior written consent. CSI may freely assign its obligations and rights under these T&Cs. 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 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 Vendor’s invoice or sales order confirmation, unless there is a written distribution (or other) agreement between the parties and signed by CSI and Vendor.