These Private Label/Contract Manufacturing Terms and Conditions (these "Terms and Conditions") set forth the terms and conditions pursuant to which VanLaw Food Products, Inc. ("Supplier") shall provide manufacturing services to any customer ("Buyer") pursuant to any purchase order submitted by Buyer (each, a "Purchase Order") and accepted by Supplier. To the extent that any Purchase Order from Buyer contains terms different from those set forth in these Terms and Conditions, these Terms and Conditions shall control unless different terms are accepted by Supplier in writing.

  1. Pricing. Supplier shall perform the manufacturing services for Buyer at the pricing set forth in the sales quote provided to Buyer by Supplier (the "Customer Quotation").
  2. Buyer Specifications. Supplier shall produce the products set forth in the Purchase Order (the "Products") in accordance with the specifications provided by Buyer, which shall include, without limitation, formulas and processing methods. To the extent Buyer retains Supplier to prepare customized formulas and processing methods for Buyer, once such customized formulas and processing methods are approved by Buyer, the approved customized formulas and processing methods shall constitute Buyer's specifications.
  3. Product Artwork and Labels. Buyer shall provide Supplier with camera ready artwork, lithographed or other printed materials for approval. Supplier shall purchase approved printed material (labels, sleeves, neck bands, corrugated materials, custom bottles, etc.). All reasonable expenses incurred by Supplier to complete or modify Buyer's artwork (including, without limitation, producing negative, color proofs, plates or other similar expenses) shall be the responsibility of Buyer and will be billed separately, unless otherwise specified on the Sales Quote. If Buyer requests Supplier to create new art work for labels or packaging for any reason (including, without limitations, changes in ingredients, weight or regulatory compliance), then all expenses incurred in connection therewith shall be the responsibility of Buyer. Supplier will purchase labels at quantity listed on the Sales Quote, reorders will occur 8 weeks prior to anticipated need thus total inventory could exceed reorder quantity based on printer required order quantities. Supplier warrants and guarantees only the accuracy and conformance of the nutritional fact panel, ingredient statement and volume declarations. All other elements of the label are not guaranteed or indemnified by Supplier.
  4. Delivery of Product; Title and Risk of Loss. Buyer shall take delivery of all Products at Supplier's dock. All costs associated with freight and delivery is the sole responsibility of Buyer. Title and risk of loss for all Products shall pass to Buyer at Supplier's dock when a bill of lading is signed. Unless freight is included in the Customer Quotation. In which case Seller assumes responsibility to Buyers delivery point. Buyer shall be responsible for taking delivery of its Products within 15 days of receiving notice from Supplier (which notice may be communicated by email) that the Products are ready for pick-up. If Buyer fails to take delivery of the Products within such 15 day period, then Supplier shall be entitled to a warehousing fee of $10/pallet per week. In addition to the foregoing, if Buyer fails to take delivery of the Products and such Products reach 90 days remaining life, Supplier may, but is not obligated to, sell the Products and invoice Buyer for the difference between the agreed purchase price and the amount for which Supplier was able to sell the Products.
  5. Non-Conforming Product. [Buyer must provide Supplier with written notice of Buyer's rejection of any Products within [10] business days of taking possession of such Products, which notice must specify in reasonable detail the grounds for such rejection. If Buyer rejects any Products, it must promptly send Supplier a representative sample of the rejected Products within [10] days after it receives the sample, Supplier may examine or retest it, or both. If Supplier does not contest Buyer's determination or if Supplier's examination or retesting confirms the shipment's failure to meet Buyer's specification, Buyer, at its option, may require Supplier to (a) pay Buyer any amount previously paid by Buyer for the rejected Products, or (b) apply a credit in the amount previously paid by Buyer for the rejected Products towards future payments for Products, or (c) within [10] calendar days of demand, replace the rejected Products with conforming Products at no additional cost to Buyer. If Supplier in good faith determines that the rejected Products conform to Buyer's specifications, Supplier shall promptly inform Buyer in writing. If the parties cannot through good faith negotiation resolve whether the Products are conforming or non-conforming, the dispute will be resolved under Section 15 below. Unless otherwise agreed by Supplier and Buyer in writing, Supplier shall destroy or pay for destruction of any non-conforming Products.]
  6. Payment Terms. Payment of the purchase price for the Products is due and payable in immediately available funds as set forth on the invoice and based on the terms outline in the Customer Quotation. Any amounts unpaid and past due will be subject to a service charge on the unpaid balance at an interest rate equal to the lesser of 18% per annum or the maximum allowable interest rate under applicable law. Buyer shall be responsible and liable for all expenses incurred by Supplier in collection, including, without limitation, reasonable attorney's fees. All payments to Supplier hereunder shall be without deduction or setoff.
  7. Unique Raw Materials and Packaging: Should the Buyer require unique raws or packaging materials, the Seller will purchase those materials in quantities not to exceed 90 day's worth of inventory or to meet supplied forecasts by the Buyer. In the event of a termination of the business relationship, or the decision by the Buyer to discontinue a given product, the Buyer will purchase any unused specific use (unique) or customized components such as cartons, boxes, packaging materials, caps, bottles, labels and raw materials, etc., which have been purchased by Supplier in reasonable reliance on the forecasts provided by Buyer. Supplier may hold back shipment of finished goods as collateral for buyer payment of past due invoices.
  8. Indemnification. Buyer agrees to indemnify, defend and hold Supplier, and its affiliates, directors, employees, agents, and representatives harmless against all claims, demands, liabilities, damages, losses, costs and expenses, including reasonable attorney's fees (collectively, "Claims") asserted against any of them by any third party not affiliated with Buyer, to the extent such Claims arise out of or result from: (a) any allegation of a violation or infringement of any patent, trademark, trade name, trade dress, copyright, formula or other intellectual property rights of any third parties arising from the purchase, use or sale by Buyer of the Products; and (b) provided that the Products are prepared in accordance with Buyer's specifications, (i) the manufacture, production or sale of the Products to Buyer or from any consumer complaint, claim or legal action alleging damages, death, illness or injury resulting from the purchase or use of any of the Products, or (ii) the content, labeling or packaging of the Products.
  9. Formulation. If Buyer supplied formulations to Supplier, then the formulas and processing methods are the responsibility of Buyer. Supplier will manufacture the Products following supplied formulas and processing methods and will maintain accurate documentation to show that product was produced within specifications as supplied by Buyer. In this case, Buyer assumes risk for product quality, stability and shelf life designations. If Supplier developed formulas for Buyer, then the Supplier owns the rights to these formulas and assumes said liability for the above.
  10. Agreement. With respect to each Buyer, these Terms and Conditions, the Customer Quotation and the accepted Purchase Order constitute the entire final complete and exclusive understanding of the agreement of Buyer and Supplier (the "Agreement").
  11. Limitation of Liability. In no event shall Supplier be liable to Buyer or any third-party for any special, indirect, incidental or consequential damages in connection with, or as a result of, the sale, performance, non-performance, delivery, or non-delivery of the Products or for any charges or expenses of any nature incurred without the Supplier's written consent. Buyer's exclusive remedy, and Supplier's entire liability for any claim made by Buyer or others against Supplier, is limited to direct damages not to exceed the purchase price for the portion of the Products which caused damages.
  12. Delivery Dates; Force Majeure. All delivery dates are approximate and Supplier shall not be responsible for damages of any kind resulting from any delay. Supplier shall not be liable for any default or delay if caused, directly or indirectly, by the elements, accident, any governmental action, prohibition or regulation, shortage or inability to obtain or non-arrival or defect of any labor, material, ingredient or product used in the Product, failure of any party or third-party to perform, or from any other cause whatever beyond Supplier's control (each, a "Force Majeure Condition"). If a Force Majeure Condition interferes with Supplier's delivery of the Products which would cause the cost of the Product to exceed the Purchase Price, Supplier shall be under no obligation to deliver the Products unless Buyer agrees to pay such additional costs.
  13. Enforcement. Buyer shall be responsible and liable for all cost incurred by Supplier in enforcing its rights and Buyer's obligations under this Agreement, including reasonable attorney's fees.
  14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors, legal representatives and permitted assigns.
  15. Governing Law. This Agreement shall be governed by and construed under the laws of California, without regard to conflicts of laws rules. Any dispute or cause of action that may arise in any way under or due to this Agreement shall be brought and have venue exclusively in a federal or state court located in Los Angeles, California, and the parties waive any right to a jury trial.
  16. Notices. All notices required to be given shall be in writing and delivered to the address set forth on the Purchase Order by hand, by overnight courier with tracking capability (e.g., FedEx) or by certified first class mail, postage prepaid, return receipt requested, and shall be deemed given upon the date hand delivered, the next business day in the case of delivery by overnight courier or three days after mailing in the case of certified first class mail. Notwithstanding the generality of the foregoing, Supplier shall be entitled to provide Buyer with notice by email that an order has been completed and the Products are ready for Buyer to take delivery in accordance with Section 4.
  17. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision which shall remain in the full force and effect. If any provision of this Agreement is for any reason held to be invalid or unenforceable, it shall be construed valid and enforceable by limiting it as to time, subject or scope as required under applicable law.
  18. No Waiver. All rights and remedies of Supplier shall be deemed cumulative and not exclusive, and the exercise of any such remedy shall not be deemed a waiver of any other right or remedy. No term or condition of this Agreement shall be deemed waived by Supplier, nor there any estoppel against Supplier, except by written consent of the Supplier.
  19. Limitations. Any suit or other action based on breach of this Agreement or any other claim arising from the Products (other than an action by Supplier for amounts due Supplier) must be commenced within one year from the date of tender for delivery by Supplier.
  20. Attorney's Fees. The party which prevails in any legal proceeding hereunder shall be entitled to have its reasonable attorney's fees and court costs, at trial and on appeal, paid by losing party.

Updated: April 2018