Schwabe North America, Inc. and its domestic affiliates (“Seller”) STANDARD INVOICE TERMS AND CONDITIONS

Date Last Modified: September 16, 2024

1. DESCRIPTION: The goods, services or work which Seller shall deliver to Buyer and for which Buyer shall pay Seller shall be those goods, services or work ("Products") specifically listed and described on the invoice provided by Seller to Unless Buyer. agreed to in writing by Seller and Buyer in a separate agreement, these terms and conditions shall apply to any sale from Seller to Buyer. Seller reserves the right to modify these standards terms and conditions at any time in its sole discretion. Buyer is hereby given notice of, and by its acceptance of the Products (as provided below) is deemed to agree to, such standard terms and conditions. Any specific terms or conditions written on the front of an invoice by Seller shall control over these standard terms and conditions.
2. PRICES and ACCEPTANCE: Prices are set forth on the front of an invoice and adjusted as provided for herein. All purchase orders are subject to acceptance in writing by Seller and are subject to correction. All shipments require a 7-day lead time which includes purchase order processing, order picking and shipment transit time. Lead time does not include the day the order is submitted. No changes or cancellations to a purchase order will be accepted within 24 hours of the ship date. All purchase order changes must be communicated in writing to Seller. Purchase orders acknowledged by Seller cannot be changed or cancelled without Seller’s consent. Any Seller’ s quotation, Buyer’ s acceptance and the Invoice shall constitute the entire agreement between Buyer and Seller. All Product prices are subject to change without notice at Seller’s sole discretion. If a purchase order is received more than 90 days in advance of shipment date, Seller reserves the right to update to current pricing at the time of shipment. SELLER EXPRESSLY OBJECTS TO AND SHALL NOT BE BOUND BY ANY TERMS WHICH ARE ADDITIONAL TO OR AT VARIANCE WITH THESE TERMS AND CONDITIONS OR SELLER' S QUOTATION OR SELLER’S INVOICE WHICH MAY APPEAR IN BUYER' S PURCHASE ORDER. BUYER' S ACCEPTANCE OR OTHER PRIOR OR LATER COMMUNICATION FROM BUYER TO SELLER IS NOT BINDING UNLESS SUCH AGREEMENT IS EXPRESSLY AGREED TO IN WRITING SIGNED BY SELLER.
3. TERMS OF SALE; FINANCE CHARGES; PAYMENT TERMS. The applicable terms of sale are set forth on Seller’s invoice. All purchase orders placed with Seller are subject to the credit approval and acceptance by Seller. Open account terms are subject to credit review and approval and Seller reserves the right, in its sole discretion, to deny open account terms to Buyer. Unless otherwise set forth on the front of Seller’s invoice, under open account terms, all accounts are due and payable 2%10 net 30 days from the date of invoice. Purchases paid with a credit card are not eligible for early pay discount. Interest will be assessed on all undisputed past due balances at the lesser of a periodic rate of 1.5% per month (18% per annum) compounded monthly on the total past due balance or the highest rate permitted by law. Collection expenses incurred on any delinquent account will be reflected in a Statement of Account for that account and added to the balance due. Seller may defer shipment, alter payment terms, require satisfactory security, or terminate any contract resulting from a Seller invoice, if Buyer fails to pay this or any undisputed invoice when due or otherwise fails to pay this or any invoice in accordance with its terms or if, at any time, Buyer' s financial responsibility becomes unsatisfactory to Seller. At Seller’s sole discretion, Seller may require Buyer to pay in advance before product is shipped. Buyer will be charged $25 for checks returned for non-sufficient funds. Orders will not be processed on delinquent accounts.
4. SHIPMENT; DELIVERY. Freight terms on shipments from Seller are set forth on Seller’s invoice. Title and risk of loss or damage of the Products shall pass to Buyer upon Seller' s delivery of the Products to the carrier at the shipping point. Seller maintains the right to select both the carrier and the routing for the delivery of the Products to Buyer. A n y damage or loss incurred during transportation must be claimed/noted against the carrier by the Buyer at time of delivery, as set forth in Section 5. Orders shipping outside the contiguous United States may have longer shipping timelines and be subject to different terms and conditions. Customer pays shipping charges if overnight or other upgraded shipping is requested. Shipping and delivery times given by Seller are estimated and shall not constitute any obligation to deliver at times stated. Seller considers requests for specific delivery dates outside of our standard lead time and will undertake reasonable efforts to meet the request. Seller shall have no liability for damages incurred for any late deliveries, including all expenses resulting from any such delays. Seller does not guarantee that all items will always be in stock. In the event that Seller is not able to deliver the Buyer’s full requested quantities, Seller will promptly notify Buyer of the estimated in-stock date. Seller shall not be liable for Buyer expenses or fines related to out-of-stock situations. Seller will provide its standard packing list with all shipments. Standard Bill of Lading will also be included with carrier shipments.
5. INSPECTION AND CLAIMS Inspection: Inspection of the Products shall be made by Buyer at the time and place of delivery. Buyer' s failure to give written notice of any claim to Seller within 5 business days from the date of delivery shall constitute an unqualified acceptance of the Products and a waiver by Buyer of all claims with respect thereto with exception of those noted in Section 6, regardless of when the facts giving rise to such claim shall become known. Claims Reporting Process: . Documentation should be provided to Customer Service at 1-800-225-9245 or CustomerServiceOrder@NaturesWay.com. All claims must include the following: Customer name and account number; PO or invoice number; Quantity received vs. invoiced, or quantity damaged; Item number or UPC; Item description; Batch/Lot number; Photograph of damages (if applicable). For LTL/Truck shipments: Signed Proof of Delivery (POD) or Bill of Lading (BOL). The receiver and/or Carrier must note all discrepancies directly on the POD or BOL. Authorized Claims: Discrepancies are subject to verification by Seller. Credit will be issued for approved shortages or damages at the originally invoiced price. Allow up to 10 business days for the processing of credits. For payment term customers, credits are not automatically applied. Reference the credit memo number on payment remittance when deducting. Debits will be issued for overages. Accepted overages will be invoiced utilizing the purchase order number determined by the customer. Returns are only permitted as set forth in Section
6. Damaged Product or Product Packaging: Seller must be contacted in order to provide disposition instructions for damaged or defective product or product packaging. These instructions may include the return, donation or destruction of such product. 6. RETURNS. Seller’s Products cannot be returned unless there is a validated shipment discrepancy (Overage, Shortage &Damage) or quality concern, documented and notified to Seller under Section 5. Such claims must be accompanied by a Product Return Authorization Number. Credits and returns will not be considered for non-defective product, including, but not limited to products that are (a) discontinued by vendor or customer, (b) underperforming and/or overstocked items, or (c) short dated, expired or out-of-date. Vendors are expected to actively monitor and maintain proper inventory levels. Seller’s Products have a predetermined shelf life that is based on the stability of the formula and packaging. Seller will ship products with adequate remaining shelf life based on product type. Product shipping shelf life generally exceeds 365 days with some exceptions. A list of products that may ship with less than 365 days remaining is available upon request. Requests for additional shelf life at the time of delivery will not be considered. Seller will inspect returned product and verify quantities. Final reimbursement will be based on Seller’s count. Reimbursement will not exceed the specified amount of the original order quantity. Seller reserves the right to refuse a return if there is suspicion of fraud or abuse in any part of our return program.
7. PACKAGING. All shipping containers shall be packed and packaged to: (i) ensure safe arrival to final destination; (ii) secure the lowest transportation costs ;(iii) comply with requirements of common carriers; (iv) meet the requirements of all applicable laws, ordinances, rules and regulation. Seller will use reasonable efforts to comply with any packaging, loading or bracing requirements specified by Buyer, if practicable. Seller will invoice the Buyer all incremental costs incurred in order to comply with Buyer's special requirements. Any packing and shipping requirements beyond the Seller’s standards must be delivered to the Seller 60 days before first purchase order ship date. Delivery of Buyer packing/shipping requirements does not constitute an agreement from the Seller to comply with the requested requirements or to continue them in the future.
8. SALES AND OTHER TAXES. Any applicable sales taxes will be added upon invoicing. If tax exempt, customer must provide valid tax exemption certificate prior to ordering. All applicable federal, state, and local taxes and fees which may be due or payable as a result of the transactions contemplated hereby ("Taxes"), whether levied on Seller or Buyer shall be borne by Buyer to the extent required or permitted by applicable law. Buyer hereby agrees to reimburse Seller for any Taxes that Seller pays within thirty (30) days of Seller' s request for reimbursement. Any unpaid Taxes may be added to the balance due from Buyer to Seller.
9. INCIDENTAL EXPENSES. The Buyer agrees to pay, for appropriate out-of-pocket expenses that Seller incurs on Buyer' s behalf. These expenses may include, but are not limited to, travel, telephone charges, postage, copying costs, and messenger service. 
10. WARRANTIES. Unless otherwise provided herein, Seller warrants title and that all goods sold hereunder shall conform to Seller' s standard specifications in effect on the date of shipment or to specifications attached to invoice, if any. Seller also guarantees that the goods sold hereunder (I) have been produced in accordance with the Fair Labor Standards Act of 1938, as amended, (II) are manufactured in accordance with Good Manufacturing Practices as set forth in 21 C.F.R. 101 & 111, (III) are not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, (IV) this guarantee is limited to goods bearing Seller' s label in Seller' s original package. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES WHETHER ORAL, WRITTEN, IMPLIED, EXPRESSED STATUTORY, OR ARISING BY LAW OR CUSTOM INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE WHETHER THE PRODUCTS ARE USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES OR DEVICES.
11. LIMITATION OF REMEDIES AND LIABILITY. Seller and Buyer agree that Buyer' s sole and exclusive remedy against Seller shall be the repair or the replacement of defective Products without charge by Seller or, at Seller' s option, of any Product found by Seller to be defective. The Products must be returned in accordance with paragraph 6 above to Seller' s factory, transportation charges prepaid, and accompanied by a claim in writing. IT IS UNDERSTOOD AND AGREED THAT SELLER' S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITING SELLER' S LIABILITY.
12. FORCE MAJUERE. Seller shall not be liable to Buyer should performance hereunder become commercially impracticable due to any contingency beyond Seller' s reasonable control, including, without limitations, acts of God, fires, floods, wars, sabotage, civil unrest, accidents, pandemics, labor disputes or shortages, governmental laws, ordinances, rules, and regulations, whether valid or invalid (including, without limitation, priorities, requisitions, allocations and price adjustment restrictions), inability to obtain material, equipment, or transportation, incorrect, delayed or incomplete specifications, drawings or data supplied by Buyer or others, or any similar or different contingency. In no event shall Seller be obligated to purchase goods from others to enable it to deliver pursuant to any contract resulting from the Seller' s quotation, the Buyer' s acceptance and this Invoice.
13. INDEMNIFICATION. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all third party losses, claims, damages, expenses, including, without limitation, attorney fees and court costs), of liability arising out of or connected with any information, representation, reports or data furnished, prepared by or approved by Buyer for use by Seller in its performance hereunder or any use or misuse of the Products by Buyer or Buyer' s customers.
14. CONFIDENTIALITY. Buyer shall follow such procedures as are reasonably necessary to maintain the confidentiality of information disclosed by Seller to Buyer in connection with the sale of Product to Buyer ("Confidential Information"), including any trade secrets or pricing information that may be deliberately or inadvertently disclosed to Buyer. Buyer to maintain in confidence for five (5) years such Confidential Information; provided, however, that such Confidential Information may be disclosed by Buyer to those persons that Buyer deems necessary to its performance hereunder, and provided further, that Buyer' s obligation under this paragraph shall not apply to information that (a) was in the public domain prior to the date of Seller’s invoice to Buyer or subsequently came into the public domain through no fault of Buyer, (b) was lawfully received by Buyer from a third party free of any obligation of confidence to Seller, or (c) was already in Buyer' s possession prior to its receipt thereof, directly or indirectly, from Seller. 
15.  REMEDIES. In the event of any breach or cancellation by Buyer of any agreement resulting from Seller' s quotation, the Buyer' s acceptance of Product and receipt of Buyer’s invoice including these Terms and Conditions, Buyer shall pay all damages, direct and indirect, including attorney fees and costs of collection, incurred by Seller whether or not litigation is commenced. The remedies provided for herein shall be cumulative and in addition to any other remedies provided at law or in equity. No waiver of a breach of any provision of these terms and conditions or any agreement expressly agreed to in writing signed by Seller, shall constitute a waiver of any other breach of that provision or of any other provisions.
16. REBATES AND DISCOUNTS. Any rebate or discount to which Buyer is entitled and that is not reflected on an invoice or any variance between Seller's quotation and prices reflected on an invoice must be claimed in writing by the Buyer by delivering written notice to Seller of the rebate, discount or variance, within thirty (30) days of receipt of an invoice or receipt of the Products, whichever is later. Otherwise, the prices set forth on the invoice shall be the final price, net of all invoiced discounts or rebates, of the Products.
17. MISCELLANEOUS. No changes or modifications to these terms and conditions shall be made except upon Seller' s written authority. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors; provided, however, the Buyer shall not assign this agreement or any rights hereunder, nor delegate the performance of any of its obligations hereunder, without the prior written consent of Seller. Any such attempted assignment or delegation without such content shall be null, void, and without effect. Buyer shall not export, transfer or divert the Products to any person, entity or country prohibited by laws of the United States or otherwise prohibited by Seller in writing. If any provision in these terms and conditions is invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of these terms and conditions shall not be affected. All agreements shall be deemed offered, accepted and made in Green Bay, WI. The agreement created under an invoice from Seller to Buyer shall be governed by the laws of the state of Wisconsin without giving effect to the conflicts of law provisions thereof. Any notices hereunder shall be in writing and may be served personally on the designated representative of the other party or by mail if service is by registered or certified mail, postage prepaid directed to the address shown on an invoice or as changed by notice in writing to the other party, such service shall be complete upon receipt with proof of delivery. Any other service shall be complete upon receipt with proof of delivery. The titles given to the clauses of these terms and conditions are for ease of reference only and shall not be relied upon or cited for any other purpose