The terms and conditions of a SupraNaturals quotation or order confirmation is expressly limited to Customer’s acceptance of SupraNaturals’ terms and conditions as found herein (“Terms”). The parties agree that these Terms shall control and supersede any inconsistent terms contained in any purchase order, acknowledgment or any other germane document provided by the Customer. As a purchase order from the Customer constitutes the Customer’s acceptance of SupraNaturals’ offer to manufacture products at the quotation price, the Customer shall be deemed to have accepted SupraNaturals’ offer. In the absence of a separate, signed agreement between the parties, these Terms shall be the exclusive and binding between the parties for the purchase goods and services, upon the earlier of (i) acceptance or acknowledgment through a purchase order whether orally, in writing or otherwise, or (ii) commencement of performance of SupraNaturals’ obligations under the purchase order.
1. Any quotation offer for products or services shall be valid for thirty (30) days after which the quotation offer shall automatically expire.
2. Once a purchase order has been confirmed by SupraNaturals, the quotation price shall remain the same for re‐quoted product unless and until SupraNaturals
provides Customer notice of a price change. SupraNaturals may modify its price quotation annually or at any time due to changes in raw materials pricing, tariffs,
labor costs, production costs or any other reason in its discretion. SupraNaturals shall be entitled to deliver and invoice Due to manufacturing variability, it is not a
breach for Customer may receive up to ten percent (10%) more or receive a credit for up to ten percent (10%) less than the quantity identified in the applicable
purchase order.
3. Customer represents, covenants, and warrants that: (1) it is wholly responsible for the product specification of any product to be manufactured by SupraNaturals, and in the event SupraNaturals provides research and development services or makes any suggestions or comments or approves Customer’s documents and data, such action is only an expression of opinion by SupraNaturals, and no act, action or omission shall serve to relieve Customer of any responsibility for its product specification under any purchase order; (2) unless agree otherwise in writing, Customer shall be responsible for ensuring that all labeling, content, artwork, and instructions for use comply with all applicable laws where Customer intends to market, sell, or otherwise distributes the product; (3) it owns or controls all intellectual property rights, including patents, trademarks, and copyrights regarding its product and hereby grants to SupraNaturals a non‐exclusive license to utilize such for the manufacture and supply of the products; and (4) fulfillment of the terms of any purchase order will not infringe the intellectual property rights of any third party.
4. Payment shall be due thirty (30) days from the date of invoice, which invoice will be dated the day product is released to Customer as evidenced by valid lab
results of product testing, and Customer accepts ownership of the product upon completion and release by SupraNaturals Quality department. Late payment or
non‐payment shall be considered a material breach of this Agreement and SupraNaturals shall have the right to take any of the following actions: (1) charge interest at the annual rate of one and one‐half percent (1.5%) per month, calculated daily and assessed monthly; (2) suspend all further deliveries of products to Customer under this any purchase order or any other contract; and/or (3) terminate this purchase order agreement and charge the Customer for all losses (including loss of profits), costs (including the cost of labor, materials and disposal), damages, charges, and any other expenses incurred by SupraNaturals.
5. SupraNaturals shall deliver each order of the products FOB shipping point, on the agreed‐upon date to Customer’s designated carrier. Customer shall be
responsible for all freight and insurance charges, third‐party handling, and applicable taxes, customs, duties or other charges related to transporting the product.
Risk of loss transfers to the Customer upon delivery of the product to the Customer’s carrier, however, SupraNaturals retains a security interest in the product until
it receives full payment. SupraNaturals shall notify Customer after completion of production and verification that the products meet product standards. Finished
product shall be picked up within five (5) business days of its release and Customer will be invoiced when the product is ready to ship whether Customer promptly picks up the product or not. Upon shipping, title and risk of loss passes to Customer. SupraNaturals reserves the right, but is not obligated to, arrange for shipping at Customer’s expense. In the event SupraNaturals does not arrange for shipping, SupraNaturals may charge Customer a prorated storage fee of forty dollars ($40)
per month per pallet until the product is shipped.
6. Upon receipt of any product, Customer or its agent shall complete an inspection of the product. Product shall only be determined non‐compliant if it fails to
meet the specifications and such failure is not the result of a decision, action or inaction by Customer. If Customer does not send SupraNaturals a notice of non‐
conformance with thirty (30) days period, the product will be deemed to have been accepted without qualification.
7. In the event Customer cancels its order prior to the commencement of production, Customer agrees to pay for administrative hours expended and materials
sourced in anticipation of production, or thirty percent (30%) of the total purchase order amount, whichever is greater. Similarly, in the event Customer modifies
the purchase order, the Customer will be assessed a change fee in the amount of the administrative hours including R&D expended and materials sourced in
anticipation of production, or ten percent (10%) of the total purchase order amount, whichever is greater.
8. Customer acknowledges that any quotation accepted by Customer will require a minimum of eight‐weeks lead time and any purchase order submitted to
SupraNaturals requesting product in less than eight‐weeks a negotiated rush fee.
9. All purchase orders require Customer to enter into a Quality Agreement with SupraNaturals, and all order are subject to the terms and conditions of the Quality
Agreement.
10. Customer acknowledges that it may be required to pre‐pay all or a portion of any purchase order as stated on the pro‐forma invoice provided Customer.
11. Customer and SupraNaturals agree that as part of its contractual relationship the parties will have access to confidential information. The parties agree that
the product formulae, recipes, ingredients, (and details as to their sourcing), manufacturing information, customer lists, pricing, information, and the specifications,
are confidential information The Parties agree that the receiving party of the confidential information shall not disclose, appropriate to its own use or to the use of
any third‐party at any time without the prior written consent of the disclosing party. The receiving party agrees to take every reasonable precaution to prevent the
unauthorized disclosure or use of confidential information. If Customer and SupraNaturals execute a separate confidentiality agreement, the terms of the separate
confidentiality agreement shall control.
12. The validity of these Terms, and the interpretation and performance of any term and condition between the parties shall be governed by the laws of the State
of Utah and any action hereunder shall be in the federal or state courts of Utah, and each party irrevocably consents and submits to this exclusive jurisdiction.