Purchase Orders. Formulated Solutions, LLC (“Formulated Solutions”) shall manufacture products (“Products”) for you when ordered by your submission of separate, numbered purchase orders prior to the requested delivery date for your Products, which specify: (i) the amount of Product to be delivered, (ii) the requested delivery dates for the Products, (iii) the total price for the amount of Products shipped, and (iv) the location to which those Products are to be shipped (each a “Purchase Order”). Formulated Solutions shall be obligated to supply no less than ninety percent (90%) of the Products ordered by you pursuant to a Purchase Order submitted in accordance with these Terms and Conditions. You shall be required to purchase up to one hundred and ten percent (110%) of the Products ordered by you pursuant to a Purchase Order within five (5) business days or receipt thereof. If any Purchase Orders submitted by you request a delivery date of less than sixty (60) days from the date of such Purchase Order, Formulated Solutions shall use commercially reasonable efforts to meet your requested delivery dates, provided that you shall be responsible for any additional costs incurred by Formulated Solutions in order to achieve such earlier delivery if such additional costs have been notified to and approved by you in writing at the time the early delivery date is requested.

Shipment. Formulated Solutions shall arrange for shipment of all Products F.O.B (Incoterms 2010) from Formulated Solutions’ manufacturing facility, as designated in the applicable Purchase Order; freight billed to you, or as arranged with your freight company for direct billing to you by said freight company, unless otherwise specified in writing by you. In the event that Formulated Solutions does not have the applicable shipping and freight instructions for the shipping location designated in any Purchase Order; Formulated Solutions shall request, and you shall provide, such shipping and freight instructions. Formulated Solutions agrees to comply with any and all such shipping and freight instructions. 

Storage. You shall take possession of the Products within seven (7) calendar days from the date that Formulated Solutions sends to you notice of the Products’ availability.  Storage charges shall apply for all orders that have not been picked up by you or which have not been shipped to you following seven (7) calendar days from the date you receive notice of the Products’ availability.  A minimum storage charge of $150.00 per pallet, per month shall apply to all Products not picked up or shipped during this seven (7) calendar day period.  A fractional pallet shall be counted as a full pallet.  All storage charges must be paid in full before you may take possession of the Products or prior to the shipment of the Products. Risk of loss shall pass to you after seven (7) calendar days of Formulated Solutions sending to you notice of the Products’ availability or when you or its carrier picks up the Products from Formulated Solutions, whichever occurs first.

Payment Terms.  Formulated Solutions shall invoice you upon completion of the manufacture of the Products per the terms of the Purchase Order, and you shall pay such invoice within (30) days of receipt of such invoice. 

Product Liquidation.  Formulated Solutions reserves the right to liquidate Products that go unpaid (inclusive of storage charges) or that are otherwise abandoned by you provided that (i) Formulated Solutions shall give at least fourteen (14) days written notice of such plan to liquidate, (ii) you do not have reasonable grounds to dispute the unpaid status of such Products, and (iii) you have not cured the unpaid Products within fourteen (14) days of such written notice.  Any trademark, logo or other intellectual property belonging to you is hereby licensed to Formulated Solutions in connection with any sale or other disposition of Product(s).

Inspection of Products. You shall have the right, prior to acceptance, to inspect and test Products or request Formulated Solutions to inspect and test any Products to determine whether all or any portion of any shipment of Products does not conform to the applicable specifications, provided that (i) you shall notify Formulated Solutions within ten (10) days after receipt of a shipment if it is rejecting all or any portion of such shipment due to obvious physical damage or quantity discrepancies that are evident upon visual inspection of the packaged Products as shipped by Formulated Solutions, and (ii) you shall notify Formulated Solutions within ten (10) days after discovery of any defects other than obvious physical damage or quantity discrepancies (e.g., latent defects). Formulated Solutions shall provide to you a certificate of inspection for each shipment of Products that has been inspected by Formulated Solutions. Records of all inspections conducted by Formulated Solutions shall be kept complete and available to you for a period of two (2) years from the date of manufacture.     

Remedies for Non-conforming Products. If any shipment of a Purchase Order or part thereof is alleged to contain substantially non-conforming Products, the you and Formulated Solutions shall meet and confer in good faith to resolve any deficiency. This initial conference to meet and confer shall take place within thirty (30) days of your providing notice to Formulated Solutions of such non-conforming Products. In the event there remains a dispute between over the defect or non- conformity, or the extent to which such failure is attributable to a given party following the initial conference to meet and confer, Formulated Solutions and you shall cause an independent laboratory to review records, test data and perform analyses on samples of the Product that allegedly fails to conform to specifications for the Products. Such independent laboratory shall be mutually agreed upon by the parties. The independent laboratory’s results shall be in writing and shall be final and binding on the parties. Unless otherwise agreed to by the parties in writing, the costs associated with such testing and review shall be borne by the party against whose assertion the independent laboratory results conflict.  If the parties (or in the case of a dispute, the independent laboratory) determine that such Products are non-conforming Products, Formulated Solutions shall either, at your direction, (i) replace such non-conforming Products with conforming Products, or (ii) credit to you such amount paid by you to Formulated Solutions for such non-conforming Products.

Representations and Warranties. You represents and warrants that: (i) in providing to Formulated Solutions the specifications for your Products, formulas, ingredients, labels, packaging, intellectual property, and materials of any kind, you represent and warrant that it has the requisite authority to stipulate and provide such specifications, formulas, ingredients, labels, packaging, intellectual property, and materials and that such components, either individually or in combination shall not infringe any third-party rights of ownership or use, (ii) you shall comply with all laws and regulations relating to the conduct of its business in all jurisdictions where you do business, (iii) you shall at all times be responsible for ensuring the Products comply with all applicable laws, regulations and ordinances applicable to the Products, including their labeling and marketing, and (iv) you have and will at all times maintain in effect all licenses, permissions, authorizations, consents, and permits needed or is required to carry out your business.  Formulated Solutions expressly disclaims the making of, and you acknowledge that you have not received from Formulated Solutions, any warranty or guarantee, express or implied or statutory, as to the legality of the Products, their labeling or marketing, any Intellectual Property, and/or their conformance with applicable laws, regulations, and ordinances.    Furthermore, you acknowledge that Formulated Solutions is not obligated to independently verify the Products’ conformance with applicable laws, regulations, and ordinances, including their labeling or marketing.

Indemnification.  You shall indemnify, defend and hold harmless Formulated Solutions and its parents, subsidiaries and affiliated entities, and the officers, directors, employees, agents, representatives, shareholders, successors and assigns of each of them, from and against any and all losses and/or damages of any kind to the extent such losses and/or damages arise from (i) any statements or artwork provided by you for use in connection with the Products; (ii) advertising or marketing efforts of you with respect to the Products; (iii) infringement of any patent, trademark, or other intellectual property right of any third party or (iii) your performance under this Agreement or any breach by you of its representations, warranties, covenants or obligations under this Agreement.

Confidentiality.  You acknowledge the proprietary nature of the Formulated Solutions’ Confidential Information (as defined below) and its high value. You have been informed about the considerable loss that Formulated Solutions would suffer if the Confidential Information were to be transmitted to unauthorized third parties.  You agree that for such period as the Confidential Information remains confidential or a trade secret of Formulated Solutions, you shall hold in confidence, and may not use or disclose to a third-party, any and all confidential and proprietary information, trade secrets, customer lists, business strategies (collectively "Confidential Information"), disclosed to you by Formulated Solutions (whether visually, orally or in writing) that is either indicated to be proprietary or confidential information of Formulated Solutions or which by its nature you would reasonably deem to be confidential or proprietary information of Formulated Solutions regardless of marking, provided by Formulated Solutions, except with the express prior written consent of Formulated Solutions.  You shall take sufficient precautions to safeguard the Confidential Information in the same manner that you protects your own Confidential Information, which in no event shall be less than commercially reasonable measures. You understand and agree that the wrongful disclosure of Confidential Information will result in serious and irreparable damage to Formulated Solutions, that the remedy at law for any breach of this covenant may be inadequate, and that Formulated Solutions seeking redress hereunder shall be entitled to seek injunctive relief, without prejudice to any other rights and remedies to which Formulated Solutions may be entitled.  The above notwithstanding, you shall have the right, with the exercise of reasonable discretion, to make disclosures of such portions of Confidential Information to third-party consultants, attorneys, contractors, subcontractors, advisors, affiliates and governmental agencies where in your reasonable judgment such disclosure is useful to development, approval or marketing of a finished Product, and who agree to be bound by the confidentiality obligations hereunder or who otherwise enter into written confidentiality agreements having provisions no less stringent than those contained herein. You agree to be responsible for any breach of the confidentiality obligations of this section by such  consultants, attorneys, contractors, subcontractors, advisors, and affiliates.  At the written request of Formulated Solutions, you shall return all the Confidential Information (including all copies thereof) or destroy such Confidential Information at the option of Formulated Solutions.

Terms and Conditions Govern. These Terms and Conditions shall apply and shall be deemed incorporated into all Purchase Orders which you may place with Formulated Solutions unless otherwise set forth in a separate Manufacturing Agreement signed by a representative of Formulated Solutions. These Terms and Conditions shall apply to any Purchase Order, whether or not the terms and conditions of these Terms and Conditions are expressly referenced therein.