Terms & Conditions

Grateful Goddess Organics, LLC Terms & Conditions of Sale

These standard terms and conditions (these “Terms and Conditions” or "Agreement") govern the sale of goods and/or materials and/or the provision of any services (“Goods and/or Services”) by Grateful Goddess Organics, LLC DBA GGO (“Seller”) to the person or business entity buying such Goods and/or Services (“Buyer”). These Terms and Conditions are incorporated into each and every purchase order received from Buyer which may establish in addition to these Terms and Conditions essential commercial terms not in conflict with these Terms and Conditions. In the event of any conflicting provisions in any purchase order or any other document received from Buyer, these Terms and Conditions shall control and Seller shall proceed with the sale under the assumption that these Terms and Conditions are the sole terms and conditions binding on the parties. Buyer and Seller expressly agree that Seller may modify these Terms and Conditions from time to time without notice, and such modifications shall be binding upon Buyer. Accordingly, each request for quote, order, acceptance of Goods and/or Services and/or payment to Seller by Buyer shall be deemed an acknowledgment and acceptance by Buyer of these Terms and Conditions as then in effect. These Terms and Conditions, as may be subsequently modified by Seller from time to time without notice, are incorporated by reference into all documents issued by Seller to Buyer in connection with the sale and/or provision of Goods and/or Services.

1. NO MODIFICATIONS/ ENTIRE AGREEMENT.  Seller’s provision of credit to Buyer, if any, acceptance of any purchase order and/or sale or provision of any Goods and/or Services to Buyer are all expressly conditioned upon Buyer’s acceptance of these Terms and Conditions as then in effect. SELLER HEREBY REJECTS ANY TERMS OR CONDITIONS WHICH ATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OR OTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITION CONTAINED HEREIN, AND BUYER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS, SUCH SHALL NOT BE BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN A SEPARATE WRITTEN INSTRUMENT SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE. SELLER OBJECTS TO ANY DIFFERENT, INCONSISTENT, CONFLICTING, SUPPLEMENTAL OR ADDITIONAL TERMS OR CONDITIONS AND HEREBY REJECTS SUCH, WHETHER CONTAINED IN PREVIOUS OR SUBSEQUENT PROPOSALS OR COMMUNICATIONS (WHETHER ORAL OR WRITTEN) FROM OR WITH BUYER OR IMPLIED BY TRADE, CUSTOM, PRACTICE, COURSE OF DEALING OR USAGE IN THE TRADE. BUYER AND SELLER AGREE THAT THESE TERMS AND CONDITIONS, AS MAY BE SUBSEQUENTLY MODIFIED BY SELLER FROM TIME TO TIME, ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE COMPLETE AND FINAL EXPRESSION OF THE TERMS AND CONDITIONS GOVERNING TRANSACTIONS BETWEEN THEM, AND FURTHER AGREE THAT THERE SHALL BE NO “BATTLE OF THE FORMS” AS DESCRIBED IN SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE.

2. QUOTATIONS. The Company’s quotations are valid for a period of thirty (30) days from the date of the quotation, unless another validity term is stated in the quotation. The Company’s offer is subject to review, amendment or withdrawal at any time prior to acceptance of a purchase order or like instrument issued by the Customer or the expiry of thirty days (or other quoted validity term stated in the quotation), whichever is the earlier. Quotations will automatically lapse at the expiration of the thirty days or other quoted term, unless the validity period is extended in writing by the Company and notice of the extension forwarded to the Customer.

3. PURCHASE ORDERS. Seller’s authorization to perform work will be given by Buyer in the form of a Purchase Order executed by an officer of Buyer or their written designee (“Purchase Order”). Such Purchase Order may be in the form of a “customer receipt” whether digital, or physically delivered to Seller. The Purchase Order shall set forth a quantity of Products which Buyer requires from Seller and the delivery requirements, along with any other pertinent details required by the Seller for each Product. The Purchase Order is the authorization by Buyer to order materials, allocate labor or equipment, or enter into any other commitments for the assembly of the Products. Buyer shall issue Purchase Orders for delivery of Products at Buyer’s discretion; however, reasonable time shall be given to Seller to complete the order based on labor, raw materials on hand and other lead times to be worked out between the Parties.

Upon receipt of a Purchase Order, Seller shall send Buyer within 48 hours (2 business days) written confirmation, if requested by Buyer, receipt of the Purchase Order. Because the Seller must make certain preparations in advance in order to effectively prepare for manufacturing and other related tasks, once a Purchase Order provided by the Buyer is approved and accepted by the Seller, the Purchase Order shall be considered a legally binding contract. At the request of the Buyer, the Seller shall confirm the completion date for such Products within a reasonable amount of time, provided that the Seller has received all necessary information from the Buyer as requested. 

4. ORDERS. Buyer may not cancel or modify an order in whole or in part without Seller’s prior written consent, to be given or denied in Seller’s sole and absolute discretion, and which Seller may condition upon an adjustment of price and/or other terms and Buyer’s reimbursement to Seller of its costs and damages in connection with the order and its cancellation. Orders by telephone are accepted at the risk of Buyer, and shipments made before receipt of written confirmation are for the convenience of Buyer. To avoid the possibility of duplication, Buyer’s confirming order must be clearly marked “Confirmation.” Confirmation orders not so marked may, at Seller’s election, be treated as original open orders.

5. PRICE. The purchase price of any Goods and/or Services sold and/or provided shall be as stated on the applicable Seller order acknowledgment/invoice or accepted purchase order; provided, however, that Seller may upon prior notice to Buyer assess a surcharge on the sale of any Goods and/or Services and/or without prior notice choose to pass along any price increase in Seller’s cost of the subject Goods and/or Services or surcharge imposed on Seller by its supplier(s), including, but not limited to, any such surcharge predicated upon an increase in the cost of raw materials, labor or otherwise, all after the date of the applicable Seller order acknowledgment or accepted purchase order. Such a surcharge by Seller or by Seller’s supplier(s), as well as any price increase, which is passed along will result, respectively, in an increase in price effective for any Goods and/or Services beginning immediately on either the date established by Seller as the effective date of such surcharge as noted in the notice provided or on the date such increase in Seller’s cost of the subject Goods and/or Services or surcharge is imposed on Seller by its supplier(s). Any price change resulting from a pass along of a surcharge or an increase of Seller’s cost may, as previously noted in this Section 3, be made effective by Seller without prior notice to Buyer and may be further adjusted by Seller periodically to reflect additional changes in costs to Seller. In any case, Seller shall be bound as to purchase price only upon shipment and/or acceptance by Buyer of all or any part of the Goods and/or Services ordered.

6. MINIMUM ORDER QUANTITIES AND INVENTORY. Buyer shall meet Minimum Order Quantities (MOQ) required by the Seller on each new Product order unless otherwise written by the Seller.  Either party may request a product review at least every 90 days, to negotiate preferred pricing based on total units sold.  If Buyer utilizes Seller's fulfillment services, The Parties shall each do their best to keep enough product in stock to meet market demands. As such, the objective is to have a minimum quantity of completed product inventory on hand, as agreed upon between the Parties, available to ship. It is the Buyer's sole responsibility to track Buyer's inventory needs and manage them accordingly to meet demand.

7. DELIVERY AND PERFORMANCE. Unless specifically agreed to by Seller in a separate signed writing, Seller does not guarantee any certain date of delivery and Seller shall not be liable to Buyer for any losses, costs, damages, charges or expenses incurred by Buyer or any other person or entity arising directly or indirectly out of a failure to deliver on any particular date, nor will any delay entitle Buyer to terminate or rescind its purchase unless such delay exceeds sixty (60) days. Seller reserves the right to defer delivery, to cancel the order or reduce the volume of Goods and/or Services delivered, all without liability of any kind whatsoever to Buyer, if Seller is prevented from or delayed in the carrying on of its business due to causes beyond Seller’s control, including, without limitation, strikes, lockouts or other labor difficulties, floods, fires, earthquakes, hurricanes or other unusually severe weather conditions, embargoes, war or other outbreak of hostilities, acts of terrorism, acts of God, acts of Buyer, market shortages, unavailability of Goods and/or Services or necessary materials, supplies or transportation services, any shift in raw material costs that prohibit or materially reduce the supply of Goods and/or Services or necessary materials or supplies from Seller’s suppliers, inability to obtain shipping space, machinery breakdowns, delays of carriers or suppliers, governmental acts and regulations or other contingency the non-occurrence of which was a basic assumption on which the purchase order was accepted. In such a case, Seller shall have no obligation to purchase substitute goods or make other substitute arrangements in order to complete delivery to Buyer or to ship substitute goods from any other facility. Buyer’s right, under the Uniform Commercial Code (the “UCC”), to reject due to delay in delivery is waived unless notice thereof is presented to Seller in writing within five (5) days after delivery. Seller agrees to produce and deliver Products in sufficient quantity as described in the invoice and in quality in accordance with the terms and provisions of this Agreement. 

A shipping receipt and/or confirmation of shipping, and/or shipment tracking number shall be promptly provided by Seller following the transfer of products to the assigned shipper.

8. PAYMENT TERMS AND DISCOUNT. All orders are Prepaid. The Products shall be made available to Buyer for pickup or delivery only after Seller's receipt of good and verified funds in the amount of the full purchase price. Seller may recover for each delivery as a separate transaction, without reference to any other delivery. Issuance of credit to Buyer by Seller shall be in Seller’s sole and absolute discretion. If credit is extended to Buyer, standard payment terms shall be net thirty (30) days, unless otherwise stated in a separate writing signed by an authorized agent of Seller. Time shall be of the essence in payment. No payment shall be deemed to have been received until Seller has received cleared funds. All Products are payable in U.S. currency at the address designated in writing by Seller. No discount is allowed if payment of other invoices to Buyer are past due. Freight charges, surcharges and other special charges of any nature are not subject to a discount. In the event Buyer fails to make payment to Seller of any amounts due and owing (including any applicable surcharge or freight charge) by the net due date, Seller may charge interest on the outstanding balance at an annual rate of 18% or the highest rate allowed by law (whichever is less) until paid in full. The payment of such interest shall not limit Seller from exercising any other rights it may have as a consequence of the lateness of any payment. Buyer shall also reimburse Seller for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Payments after accrual of such interest charges shall be applied first against such interest charges and secondly against past due invoices. In the event of any such failure to make timely payment, Seller reserves the right to revoke credit terms, if any, extended to Buyer. Buyer’s account shall also be charged with any fees associated with insufficient funds. Buyer shall make all payments due to Seller for Goods and/or Services sold without any deduction whether by way of set-off, counterclaim, abatement or otherwise, unless Buyer has a valid court order requiring an amount equal to such deduction to be paid by Seller to Buyer. In no event shall Seller be responsible for any costs associated with the processing of invoices to Buyer with a third party or otherwise at Buyer’s request and any such costs shall be separately paid or handled by Buyer at its sole cost and expense.

9. FREIGHT CHARGES. Shipping related fees are typically invoiced separately. If the agreed purchase price for Goods and/or Services was based on freight being allowed to destination (whether such freight charges were agreed to be included in the purchase price or to be charged as a separate line item), any change in applicable freight rates, including, but not limited to, any applicable fuel surcharges assessed by Seller upon prior notice to Buyer or without prior notice passed along by Seller to Buyer from a third party carrier, between the date of quotation and/or acceptance of purchase order and the time of shipment will result in a corresponding change in price. If the agreed purchase price was based on there being sufficient Goods and/or Services for a carload or truckload shipment and Buyer has ordered shipments to be made in less than carload or truckload amounts, then Buyer must pay the difference between carload/truckload and less than carload or truckload freight. If price is quoted F.O.B. trucks, it shall mean on the nearest accessible road or street to the building operation, and not unloaded from the trucks. Except as otherwise provided herein, Seller shall not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges. If such charges are by the terms of sale included (whether in the price itself or as a separate line item), any increase in rates, including, but not limited to, any increase in applicable fuel surcharges, whether assessed by Seller or passed along by Seller to Buyer from a third party carrier, becoming effective prior to the shipment date of the Goods and/or Services ordered, shall be the responsibility of Buyer.

10. TAXES, DUTIES, BROKERAGE AND OTHER FEES. In addition to the agreed purchase price for Goods and/or Services, Buyer shall pay to Seller any and all applicable taxes imposed by any present or future law on the sale, manufacture, delivery, use and/or other handling of Goods and/or Services, whether such taxes are characterized as goods and services tax, sales tax, use tax, excise tax, value added tax, business transfer tax or otherwise (collectively, “Taxes”), but excluding income taxes normally paid by Seller, and all other reasonable charges for ancillary services and costs such as forming, galvanizing and other services, including, but not limited to, special packaging and the cost of performing any tests or inspections required by Buyer which are not regularly performed by Seller. Also, when shipping is F.O.B. shipping point is from a non-United States’ locale, the price quoted shall not include any applicable duties or brokerage fees. In such a case, Buyer shall pay to Seller’s designated customs broker or Buyer’s own custom broker, as applicable, any and all such brokerage fees, surcharges, customs, duties and Taxes (collectively, “Brokerage Fees”), and, to the fullest extent permitted by law, Buyer agrees, at Buyer’s sole cost and expense, to indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees for any such unpaid Brokerage Fees, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.

11. EXPORT. If Buyer exports the Goods and/or Services outside of the United States, Buyer agrees to comply with all relevant laws and regulations, including, but not limited to, those of the United States Department of Commerce and the United States Export Administration Act, so as to insure that the Goods and/or Services are not exported in violation of any applicable law or regulation.

12. FINANCIAL RESPONSIBILITY. Reasonable doubt on the part of Seller concerning the financial responsibility of Buyer (including, but not limited to, Buyer’s failure to pay on the net due date for Goods and/or Services) shall entitle Seller to stop operation/production, decline shipment, or stop any Goods and/or Services in transit without any liability whatsoever to Buyer, until such time as the Goods and/or Services have been paid for or until Seller is furnished reasonably satisfactory proof of Buyer’s financial responsibility, as determined in Seller’s sole and absolute discretion. If Seller suspends performance and later proceeds with fulfillment of such order, Seller shall be entitled to such extension of time for performance as is necessitated by the suspension. If Seller has agreed with Buyer to accept payment for any shipment by credit card, such credit card shall be charged at the time of sale upon Buyer’s confirmation that such shipment is to be paid for in such manner.

13. SALE BY SAMPLE OR PROTOTYPE. At the request of Buyer, Seller will produce and provide to Buyer a reasonable number of sample or prototype products for acceptance, review, and testing. Initial acceptance by Buyer of a sample or prototype (following any necessary modifications or enhancements) shall be given by written notice to Seller, the date of which shall be the “Acceptance Date.” Seller shall have no obligation to manufacture further products subject to sample or prototype acceptance until receipt of such acceptance.
 
14. QUALITY AND COMPLIANCE. Seller shall produce the Products in accordance with the Standards as set forth by Buyer. If no written compliance standards are provided, Seller shall use its own high level of standards to complete the product manufacturing. In the event Seller and Buyer fail to agree on any modification that Seller deems required, Seller shall not be obligated to manufacture any Product in accordance with any Standard that Seller deems to be non-conforming, and the Parties shall negotiate in good faith to resolve the issue. Buyer may elect to conduct in-process inspections, final inspection and perform testing as mutually agreed upon by the Parties to ensure that all Products are manufactured in compliance with the Standards. Seller shall maintain either a retained sample of each batch and lot of Products produced by Seller for a period of three (3) years from the production date, or at Seller’s discretion, a certified lab report for each batch will be kept on file for the same amount of time.

All Products sold hereunder shall be of merchantable quality, free from defects, fully acceptable, fit for their intended use and manufactured in conformity with the Standards and comply in all respects to all applicable laws, regulations, statutes and orders of the intended marketplace, and any intended marketplace in which (i) Buyer advised Seller prior to manufacture and delivery, in writing, the Products are to be sold and in which (ii) Seller participated in or reviewed the procurement of any necessary governmental registrations or approvals. Each Product shall be delivered free and clear of all liens, security interests, and/or encumbrances of any type or nature.

15. FORMULATION CHANGES. Seller shall not make any changes in the specifications or formulations of a product without the prior written consent of Buyer following purchase.  

16. PARTS, LABOR AND MATERIALS. Seller shall pay for all parts, labor, and materials necessary to perform Seller’s obligations under the terms of this Agreement. Upon written approval from Seller on a case by case basis, Buyer may elect to provide, at no cost to Seller, an inventory of materials and/or goods used in the manufacture of the Products sufficient to meet Buyer’s forecast of anticipated monthly Purchase Orders. Seller shall maintain such inventory on a FIFO basis. If Buyer’s request to provide inventory of materials and/or goods to Seller is approved by Seller, when applicable, pricing for Products may be provided to the Buyer at new rates at Seller's discretion. Any materials and goods sourced, purchased or facilitated by the Buyer are the sole responsibility of the Buyer, including but not limited to the ordering of, accuracy of, timely delivery of and quality upon delivery of the materials and goods to the Seller. The Buyer understands that any issues that arise from the materials and goods supplied to the Seller may cause delays in the manufacturing process and/or the deliverability of the Product(s) ordered. The Buyer agrees to remain solely responsible and liable for any issues, delays, and expenses relating to the purchase and delivery of those materials and goods and agrees to defend, indemnify, and hold harmless the Seller from and against all liability, loss, judgements or claims (or other actions that could lead to losses by the Seller) pertaining to any materials and goods Buyer provides the Seller.

17. PACKAGING AND LABELING. Seller shall label and package the Products in accordance with the Standards agreed upon by the Parties. Buyer shall be solely responsible for ensuring that all individual Product labeling comply in all respects with all applicable laws, rules and regulations of the intended marketplace. When applicable, Seller may consult with Buyer regarding such labeling, and Buyer shall approve all Product labeling in writing. Following the Buyer’s written approval of Product labeling, regardless of whichever Party procures the labels, the Buyer remains responsible for any costs incurred as a result of any inaccuracies, quality deficiencies, size or design issues of the label. Additional costs incurred as a result of future modifications to the packaging of the Products requested by Buyer shall be reimbursed by Buyer, provided Seller provides an accounting of those additional costs. Should both Parties agree that the Seller be responsible for the procurement of Buyer’s packaging materials, then the Seller will be responsible for the procurement of those packaging materials, any testing required and shall obtain the Buyer’s approval of all packaging. While Seller may advise Buyer, the Buyer shall be solely responsible for ensuring that all packaging materials comply with the requirements of the intended marketplace. Seller is not responsible for (i) any claims made by Buyer in its label, packaging, marketing and/or selling literature, including package inserts, (ii) any claims made by Buyer’s customers, affiliates, distributors or any other representative or agent of Buyer, or (iii) any alterations to the labeling and/or packaging for the Products made by Buyer, its customers, affiliates, distributors or any other representative or agent of Buyer after the Products are delivered by Seller in accordance with the Standards.

18. BATCH & LOT ID CODES. Each Product manufactured by Seller may be identified by a Lot number that is linked to the manufacturing Batch Number of the Product and may also include location, time and shift of final packaging. The term “Batch Number” shall mean a number which is assigned to a single production run of a Product manufactured by Seller and could include any other form of identification needed to trace each batch.

19. SHIPPING LIST. Seller shall ensure that an appropriate shipping list and/or customer invoice, or receipt accompanies each shipment of Products to Buyer, or its intended destination. Such shipping list could be digital or physical. If, at Buyer’s request, Products are shipped to a third-party distributor of Buyer, Seller shall provide to both Buyer and the entity receiving the shipment a Shipping List/invoice or receipt. In either case, the Shipping List shall, at a minimum, provide a list of the Products contained in that shipment, and label claims with ingredient lists, and if necessary, the bar-coded information in the form set forth in the Standards. Buyer or any recipient of a shipment shall have the right to reject any shipment of Products if such shipment is received by Buyer or other recipient without a Shipping List/invoice or receipt, provided; however, that Seller shall be given notice of any missing Shipping List and three (3) business days to deliver the missing List to Buyer it’s customer, or such third party before any such rejection can occur.

20. TEST ANALYSIS. Seller may also maintain certificates of testing or analysis on file generated by the suppliers of raw goods and materials. Such documentation shall be kept and stored on file with batch information. Buyer may, at their own expense, request additional testing as needed to ensure that finished products conform to Buyer’s and Seller’s agreed upon specifications for the Products.

21. STORAGE AND FULFILLMENT. The duties of storage, order fulfillment, distribution and shipping shall be handled by Seller at the request of the Buyer, pending acceptance by the Seller. The Buyer agrees to pay, in full, any applicable shipping, handling, storage and fulfillment costs through a system provided by the Seller. All services are individually priced. Order fulfillment (handling) and shipping costs vary by product, shipping preferences and other factors and can be provided to the Buyer at the Buyer’s request. If Buyer does not elect to use order fulfillment, distribution and shipping services, but requests that an order or excess materials be held at the Seller’s facility for more than 15 calendar days following order completion, storage fees will charged to the Buyer and be pro-rated. At Buyer’s request, distribution may be changed to another entity, and Seller will fulfill bulk orders and ship to the new distribution entity. Adjusted fulfillment pricing shall be sent to Buyer to reflect this change (within 2 weeks of notice by Buyer) and accommodate shipping bulk product with or without pallets to the new entity. If Depending on various factors, including but not limited to product quantity, square footage, and length of time between the completion of finished goods and shipping, Buyer may also be subject to applicable storage fees as determined by the Seller.

22. MISCELLANEOUS SERVICES AND FEES. Other miscellaneous offerings may be presented to Buyer at an additional cost and will be expressed in subsequent addendums, agreements, invoices, or purchase orders. These may include additional services such as consulting, sales or marketing support, drop-shipping and fulfillment, broker/networking services, and other miscellaneous offerings. 

23. ORDER FORECASTING. Buyer shall provide Seller a 2-week good faith rolling forecast of its Product needs; however, the joint expectation of the Parties is that a (90) day rolling forecast is the objective. Such forecasts provided by Buyer shall be only for Seller’s production planning and capacity planning purposes, and negotiations with vendors, and shall not constitute Purchase Orders by Buyer and shall in no way obligate Buyer to issue Purchase Orders based thereon.

24. WARRANTY AND CLAIMS. Seller warrants providing the Services with due diligence and care in accordance with the specifications set by Buyer. The Buyer will be deemed to have inspected and accepted the goods as being in accordance with the order unless Buyer notifies the Seller in writing of their claims within fourteen (14) days of receipt of the goods (receipt being the date of delivery or the date of collection, as the case requires). 

SELLER makes no warranties, expressed or implied, except as specifically stated above. SUCH WARRANTIES, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25. REMEDIES. The warranties set forth above in section 24 shall not apply to any defect to the extent caused in whole or in part by or resulting from product misuse, neglect, improper maintenance, repair or alteration, accident, or unusual deterioration or degradation of a product due to physical environment not expressly made known to Seller and beyond the requirements intended for such product’s specifications. No defective product may be returned to Seller without prior or written consent. Any return must be with transportation prepaid, which may be refunded at our discretion. Under no circumstances will Seller be liable for: (i) Failures not reported within the warranty period; (ii) Failures or damage due to the negligence, accidents, abuse, improper use; (iii) Expenses incurred by Buyer in an attempt to correct or repair any alleged defect without the prior written consent of Seller; (iv) Any losses, costs, expenses, liabilities and damages, including but without limitation to, loss of use of profits, damage to persons or property, any liabilities. No liability whatsoever shall attach until the goods have been paid in full. If the Seller makes Products to a specified order of the Buyer or according to the Buyer's specifications or design, the Seller will not accept return of those parts or allow credit to the Buyer. The Seller’s acceptance of return of the items is not an acceptance of or granting of credit to the Buyer by the Seller. Delivery of all items by the Buyer is at the Buyer's expense and risk. If Seller's product fails to conform to the warranties set forth in Section 24 and such nonconformity is not due to misuse or improper maintenance, Buyer shall notify Seller in writing not later than 14 days after the expiration of such warranties identifying the product, its date of purchase and the details of failure and shall make the product available for inspection by Seller or its designated agent. At the request of Seller any defective product shall be returned to Seller for examination, with transportation charges prepaid and assumed by Buyer. Within a reasonable time Seller shall provide, at its option, with respect to a product which fails to conform to the Warranty either: a) repair or replacement of such nonconforming or defective product; or b) full refund of its purchase. THIS REMEDY SHALL BE THE EXCLUSIVE AND SOLE REMEDY FOR ANY BREACH OF WARRANTY.

26. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES. IN NO EVENT SHALL SNC BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM NONDELIVERY OR FROM THE USE, MISUSE OR INABILITY TO USE THE PRODUCT OR FROM DEFECTS IN THE PRODUCT OR FROM THE NEGLIGENCE OF SELLER. This exclusion applies regardless of whether such damages are sought for breach of warranty, breach of contract, negligence or strict liability under any legal theory.

27. CONTINUING EFFECT. The representations, warranties, and covenants contained herein shall be continuing representations, warranties, and covenants and shall be binding upon Seller with respect to all Products that Seller ships or delivers to Buyer or its designee. The warranties set forth in this Section shall not extend to provide a warranty claim to Buyer in connection with any liability for which Buyer has an obligation to indemnify Seller and shall not extend to Buyer’s customers or their customers, if any.

28. TITLE AND RISK OF LOSS. The title to and all risk of loss of the Products shall remain with Seller until transferred to the designated shipping company. Notwithstanding delivery and passing of risk, Goods and/or Services sold by Seller to Buyer shall remain the property of Seller until Buyer has paid to Seller the agreed purchase price therefor (together with any accrued interest) and no other sums whatsoever are due from Buyer to Seller therefor. Until title to the Goods and/or Services passes to Buyer, Buyer shall: (i) hold the Goods and/or Services on a fiduciary basis and shall not part with possession otherwise than in the ordinary course of business; (ii) take proper care of the Goods and/or Services; (iii) take all reasonable steps to prevent damage to or deterioration of the Goods and/or Services; and (iv) keep the Goods and/or Services free from any charge, lien or other encumbrance. From delivery until title to the Goods and/or Services passes to Buyer, Buyer shall insure the Goods and/or Services for their full value with a reputable insurer, and on request, Buyer shall produce the policy or policies of insurance to Seller. Further, until title to the Goods and/or Services passes to Buyer, Buyer shall hold the proceeds of any claim under any such insurance policy or policies in trust for Seller and shall immediately account to Seller with the proceeds.

29. CONFIDENTIAL INFORMATION. The Parties agree and acknowledge that as a result of this Agreement, each party shall receive and have access to information, including, without limitation, information regarding the Product specifications and formulations, costs of manufacture, pricing, and information regarding customers, which is proprietary to and a trade secret of the other party, all of which shall be considered “Confidential Information.” Each party covenants and warrants to the other party that it shall not disclose or divulge Confidential Information except to the extent that it is (i) required by law, (ii) to protect its interests in any dispute or litigation, (iii) necessary to perform its obligations under this Agreement, or (iv) if such information becomes publicly available without breach of this Agreement.

30. IP FORMULATIONS. Any custom formulas formulated by the Seller hereby warrants that GGO and/or a GGO-approved affiliate is the original formulator for the Products that are the subject of this Agreement. Buyer hereby recognizes Seller as the sole owner of any Intellectual Property that the Seller has developed prior to and following this agreement, except in cases where the Seller has explicitly agreed to provide ownership to the Buyer via a separate legal agreement and whereas the Buyer has paid in full for any costs they are charged from the Seller for ownership of the Intellectual Property. Neither Party shall not be permitted to use any formulations for Products owned by the other Party in any way except as necessary to perform its obligations related to an order and/or this Agreement.

31. PATENT AND TRADEMARK OWNERSHIP. Both Parties acknowledge that the other Party may now, or yet have exclusive ownership of any trademarks affixed to and any patents embodied in the Products and will do nothing at any time which could adversely affect their validity or enforceability, including any modification or obliteration of any trademark or patent markings that may appear on the Products as sold.

32. PATENT INFRINGEMENT OR TRADE SECRET VIOLATION CLAIMS. Buyer expressly warrants to Seller that Goods and/or Services manufactured or sold by Seller to Buyer in accordance with information provided by Buyer shall not infringe upon any valid United States patent, copyright, or trademark, or knowingly violate any trade secret or other proprietary right of any third party. To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or part, that the Goods and/or Services as manufactured by Seller in accordance with information provided by Buyer or the sale thereof infringes any patent, copyright or trademark or knowingly violates any trade secret or other proprietary right of any third party, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.

33. LIMITATIONS. This Agreement shall not give the Parties any right to use the other Party’s name, logo, and marks, or any other trademarks of that Party, except as specifically authorized by the Party. Each Party shall not have any right to register any trademarks identical with or similar to each other’s trademarks. All use of trademarks by the Parties in connection with this Agreement shall be subject to the IP owner’s control and shall ensure to the benefit of the Party owning the Intellectual Property. Buyer hereby licenses to Seller during the term of this Agreement the use of any applicable trademarks and other intellectual property rights solely for Seller’s use in the manufacture and sale of the Products to Buyer.

34. IMPROVEMENTS AND MODIFICATIONS. Any improvements, modifications, inventions or discoveries by Seller or its employees relating to the Buyer’s Products and any formulations owned by the Buyer shall first be approved by Buyer, and the resulting Intellectual Property shall be the sole and exclusive property of their creators. The Parties may, at their mutual discretion, agree to develop and market any new solely or jointly-created Products. At such time, the Parties shall enter into a new product development agreement exploring any marketing, distribution and remuneration.

35. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event within (10) calendar days of the occurrence, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.

36. INDEMNITY. To the fullest extent permitted by law, Buyer shall, at Buyer’s sole cost and expense, indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or in part, that the Goods and/or Services as manufactured by Seller in accordance with information provided by Buyer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto and/or (iii) be adequate for any use to which the Goods and/or Services are put after shipment by Seller to Buyer, and Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including, but not limited to, reasonable attorney’s fees.

37. LITIGATION AND COLLECTION. Venue in any legal action brought by either Buyer or Seller in connection herewith or with Goods and/or Services shall be deemed proper in any of the following locations, which locale shall be at the choosing of Seller, in its sole and absolute discretion: (i) the county and state of the principal location of Buyer; (ii) the county and state of any location of Buyer to which Seller has delivered Goods and/or Services, if different from Buyer’s principal location; (iii) the county and state of any location of Seller from which Goods and/or Services have been sold, provided or shipped to Buyer; (iv) the county and state of Seller’s district or districts offering credit to Buyer for the purchase of Goods and/or Services or (v) the county and state of the principal location of Seller. Buyer hereby agrees that it will submit to the personal jurisdiction of the court wherein venue is chosen by Seller in accordance with the preceding sentence. If any default is made in payment of amounts due for the sale of Goods and/or Services or upon any other breach of these Terms and Conditions, as such may be subsequently modified by Seller from time to time without notice, Buyer agrees to pay Seller’s reasonable costs of collection and/or compliance, including, but not limited to, reasonable attorneys’ fees and costs, not to exceed the amount allowed by any applicable statute.

38. ASSIGNMENT. Buyer may not assign its rights or obligations hereunder (whether voluntarily, involuntarily, by operation of law, transfer of majority or controlling interest or otherwise) without the prior written consent of Seller. These Terms and Conditions shall be binding upon Buyer and its successors and permitted assigns.

39. GOVERNING LAW. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Utah and subject to the exclusive jurisdiction of the federal and state courts located in Salt Lake County, Utah.

40. WAIVER. Neither any failure nor any delay on the part of Seller in exercising any rights hereunder shall operate as a waiver of any of Seller’s rights. Any waiver by Seller of any breach of, or any default under, any provision of these Terms and Conditions by Buyer will not be deemed a waiver of any subsequent breach or default. All rights and remedies granted herein are in addition to all remedies available at law or in equity.

41. TERMINATION. If, at any time, (i) Buyer fails to pay to Seller any amount in full when due, or otherwise fails to perform any other obligation owed to Seller; (ii) Buyer becomes insolvent or makes an assignment for the benefit of creditors or is adjudged bankrupt or a receiver or trustee of Buyer’s property is appointed; or (iii) a levy, execution or attachment is made of any material portion of Buyer’s property, Seller may, in its sole and absolute discretion, terminate the contract with Buyer for the purchase and sale of Goods and/or Services as created hereby and refuse to make further deliveries and/or repossess any Goods and/or Services for which Seller has not been paid in full (in cash or cleared funds) or continue to perform but refuse to make any shipments except upon the receipt of payment in full (in cash or cleared funds) prior to shipment. All amounts payable to Seller are due immediately upon termination pursuant to this Section despite any other provision to the contrary herein.

42. SEVERABILITY. If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions, and the remaining Sections shall continue in full force and effect.

43. EXCLUSIVE AGREEMENT. These Terms represents the full understanding of the Parties and shall supersede all previous oral or written agreements regarding the subject matter herein. The contract by and between Buyer and Seller for the purchase and sale of Goods and/or Services created hereby constitutes the entire agreement by and between Buyer and Seller with regard to the subject matter hereof and shall exclusively determine the rights and obligations of Buyer and Seller with regard to the purchase and sale of Goods and/or Services, any prior course of dealing, custom or usage of trade or course of performance notwithstanding, and may not be modified by Buyer except in separate writing signed by an authorized agent of Seller.