1. CONTRACT.

The Purchase Order and these Standard Purchase Order Terms and Conditions (“Terms”) referenced on the Purchase Order form the entire contract between the seller, provider or other vendor (“Supplier”) of goods or services described in the Purchase Order (such goods or services are referred to below as “Goods”) and the entity on whose behalf the Purchase Order was issued, as such entity’s name appears on the face of the Purchase Order (“DFH”), including Designs for Health, Inc. or any of its subsidiaries or other affiliates. DFH objects to modifications, conditions and additions to any of the Terms, irrespective of the wording of Supplier’s acceptance, invoice, shipping receipt, packing slip, other written or oral material offer or proposal or by any other means (collectively “Supplier’s Forms”). No such modification shall be of any force or effect unless set forth in a writing signed by an authorized officer of DFH.

2. CHANGES.

DFH reserves the right to change quantities, specifications, delivery dates, materials and other descriptions relating to the Goods. If such changes cause an increase or decrease in the cost or time required for Supplier’s performance, Supplier shall notify DFH within five (5) business days of receipt of DFH’s change order (along with documentary support for any incremental cost claim), and the parties shall promptly agree on any adjustment in the contract price or delivery schedule or both. If the parties fail to agree on an adjustment, then DFH may terminate the Purchase Order in accordance with Section 10 below. Nothing in this Section 2 relieves Supplier from proceeding without delay in the performance of the modified Purchase Order.

3. PRICE, PAYMENT AND TAXES.

Unless expressly otherwise provided in the Purchase Order or supply agreement between the parties, the price includes any and all taxes, whether sales, use, excise or other, or fees, duties or other governmental impositions, and all charges for packing, loading, insurance and shipping to DFH’s destination set forth in the Purchase Order, whether or not the same are set forth separately on invoices to DFH. If DFH is required to pay any taxes or other fees relating to the services to be performed or to the production, sale or transportation of the Goods, Supplier shall reimburse DFH for any such taxes or fees. Unless expressly otherwise provided in the Purchase Order or supply agreement between the parties, DFH shall pay all undisputed invoices from the date of correct invoice for conforming Goods net forty-five (45) days from date of delivery. Supplier may invoice DFH on or after the date of delivery of the Goods, but in no event later than 180 days after date of delivery. DFH has no obligation to pay invoices issued for the first time more than 180 days after date of delivery of the Goods. All claims for money due or to become due from DFH are subject to deduction or set-off by DFH for any counterclaim arising out of any Purchase Order, these Terms or any other transaction with Supplier.

4. ACCEPTANCE OF GOODS.

DFH’s acknowledgement of receipt of the Goods or payment for Goods shall not constitute acceptance of such Goods or acknowledgement of the quantity of Goods shipped. Acceptance shall occur only when DFH, after a reasonable opportunity to inspect and test the Goods, issues to Supplier a written notice of acceptance or incorporates the Goods into a product produced, or caused to be produced, by DFH. If any portion of a shipment of Goods is found to not be in conformity with the Purchase Order, DFH may reject and return the entire shipment without further inspection; or DFH may, at its option, complete inspection of all Goods in the shipment and then reject and return any or all non-conforming Goods or accept them at a reduced price. DFH’s acceptance of any non-conforming Goods shall not constitute a waiver of any requirements under the Purchase Order for Goods subsequently delivered. Any rejected Goods shall be returned at Supplier’s expense, and Supplier shall be liable to DFH for any other expenses incurred by DFH in connection with such Goods. Supplier shall promptly replace rejected Goods with conforming Goods without additional expense to DFH. Notwithstanding anything to the contrary herein, risk of loss to any non-conforming or rejected Goods shall at all times remain with Supplier.

5. PACKAGE AND SHIPPING.

(a) Supplier shall pack, mark and ship the Goods (i) in accordance with DFH’s policies and requirements pertaining (but not limited) to ingredient specifications, quality manuals, and security seals, (ii) in accordance with the requirements of all US Customs, Food & Drug, and other regulatory agency requirements and applicable common carriers and, (iii) when transportation costs are payable by DFH, in a manner to secure the lowest transportation cost. No charge shall be made by Supplier for packing, boxing, drayage, or storage unless otherwise stated in the Purchase Order.

(b) Supplier shall include the Purchase Order or controlling blanket agreement number, including any change, modification, or revision designation, on all invoices, packing lists, bills of lading, packages, containers, and all correspondence relevant to the Purchase Order. Supplier shall include a packing list with each box or package showing the purchase order number, item number, and description of goods. DFH’s count or weight shall be final and conclusive on shipments not accompanied by packing lists.(c) Supplier shall deliver Goods strictly in accordance with any delivery schedule set forth in the Purchase Order. Supplier shall make commercially reasonable efforts to avoid partial shipments. If DFH agrees to accept partial shipments, Supplier shall invoice for the amount shipped only. When Supplier has reason to believe that deliveries will be delayed, Supplier shall provide written notice immediately of the cause and duration of the anticipated delay and the revised delivery schedule. DFH has the right to reject all or part of any delayed deliveries. DFH may direct Supplier to arrange for expedited shipments of any delayed deliveries at Supplier’s expense. DFH has no obligation for any quantities of Goods manufactured or shipped by Supplier in excess of quantities ordered. DFH has no obligation for any raw material inputs or other manufacturing costs of Supplier.

(c) Supplier shall deliver Goods strictly in accordance with any delivery schedule set forth in the Purchase Order. Supplier shall make commercially reasonable efforts to avoid partial shipments. If DFH agrees to accept partial shipments, Supplier shall invoice for the amount shipped only. When Supplier has reason to believe that deliveries will be delayed, Supplier shall provide written notice immediately of the cause and duration of the anticipated delay and the revised delivery schedule. DFH has the right to reject all or part of any delayed deliveries. DFH may direct Supplier to arrange for expedited shipments of any delayed deliveries at Supplier’s expense. DFH has no obligation for any quantities of Goods manufactured or shipped by Supplier in excess of quantities ordered. DFH has no obligation for any raw material inputs or other manufacturing costs of Supplier.

(d) Unless otherwise stated in the Purchase Order, prices and delivery for domestic shipments within the United States are “FOB Destination – Freight Prepaid” and for shipments originating outside the United States are “DDP Destination (Incoterms 2020).” All charges are included in the price and no extra charges of any kind shall be allowed unless specifically provided in the Purchase Order.

(e) All title and risks of loss or damage in transit or delays en route shall remain with Supplier until DFH’s receipt of the Goods notwithstanding the FOB or other delivery point stated on the Purchase Order. DFH shall receive all Goods subject to its rights of inspection and rejection. DFH will not accept chemicals and materials subject to the OSHA Hazard Communication Act 1910.1200, unless Material Safety Data Sheets are provided with the shipment.

6. GENERAL WARRANTIES.

(a) Supplier warrants that all Goods shall (i) be new and free from any liens or encumbrances, (ii) be free from defects in design, material, and workmanship, (iii) conform to specifications, drawings and/or accepted samples, (iv) be merchantable, (v) if ordered for a stated purpose, be fit for such purpose, (vi) comply with all applicable federal, state, and local laws, regulations, and ordinances, (v) not infringe or otherwise violate any intellectual property rights of any third party, (vi) do not contain perfluoroalkyl substances ("PFAS") and (vii) conform to the terms of the Purchase Order. The warranties set forth in Sections 6(a) and 6(b), or otherwise with respect to the Goods, are conditions to the Purchase Order and are in addition to all other warranties, expressed or implied and will survive any delivery, inspection, acceptance, or payment by DFH. All warranties will run to DFH, its affiliates, and their successors, assigns, customers and any third party injured in person or property by reason of any breach of such warranties.

(b) In addition to the warranties provided in Section 6(a) above, Supplier warrants that any packaging materials or consumable raw or finished materials or Goods sold by Supplier to DFH under the Purchase Order, as of the date of delivery: (i) are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and all of its amendments (“FD&C Act”) or within the meaning of any food or dietary supplement laws or ordinances (then in effect) of the state or city or country to which such material is shipped; (ii) comply with all applicable statutes, regulations, directives, codes, ordinances, consents, permits, or authorizations with which Supplier is required to comply relating to the manufacturing, packaging, labeling, storage, or transportation of any food or dietary supplement product intended for human consumption (or animal consumption if applicable), including without limitation 21 CFR Part 111, applicable sections of 21 CFR Part 117, and FDA facility registration regulations; (iii) do not contain PFAS.

(c) All services provided by Supplier under the Purchase Order shall be satisfactorily performed by Supplier to DFH’s specifications, drawings, samples, and any other description furnished or adopted by DFH. In the absence of exact specifications, all materials furnished shall be of the highest grade and best quality, and the work shall be performed in a professional and first-class manner best suited for its use and intended purpose. Supplier shall re-execute, at its own cost and expense, any defective or unsatisfactory work that appears during progress of the work and shall remedy and replace, at Supplier’s own cost and expense, any defects due to faulty materials or workmanship which appear within a period of one (1) year from the date of acceptance of the completed work by DFH. The work shall be at Supplier’s risk until it is accepted by DFH.

(d) Supplier shall permit auditors of DFH to have access to facilities used to manufacture, pack, or hold Goods, products or ingredients. The audit/inspection may include review of records, processes, controls, and facilities which demonstrate that Goods meets specifications.

(e) Supplier warrants that no liens, encumbrances, security interests, or other third-party claims will attach to real or personal property owned or leased by DFH as a consequence of Supplier’s performance of services.

(f) Supplier warrants that it has the necessary licenses, permits, experience, ability, and other qualifications to manufacture and/or distribute the Goods or perform the services.

(g) Supplier warrants that all Goods are at prices and terms lawful and permissible under the antitrust laws and any other applicable official price control laws, orders and regulations.

(h) DFH objects to any disclaimer of warranty, fitness for a particular purpose, merchantability, freedom from defects, or other disclaimer of the terms and conditions of this DFH Order in Supplier’s Forms.

(i) All warranties provided in these Terms shall survive inspection, testing and acceptance of Goods and any termination of the Purchase Order or these Terms.

7. BREACH.

Any Goods not in accordance with any of the warranties set forth in the Purchase Order may, at DFH’s election, be treated as a partial or total breach of contract, and DFH may avail itself of any and all remedies available to it including, but not limited to, (a) cancellation of the Purchase Order, in whole or in part; (b) rejection and return to Supplier, at Supplier’s expense, all or any portion of the Goods previously shipped, whether defective or not and whether previously accepted or not, (c) replacement from other sources of the Goods; and (d) retention of Goods and repair or remediation thereof at Supplier’s expense. In any such event, Supplier shall be liable to DFH for the full amount of such damages as flow from its breach of contract and Supplier shall not be entitled, in diminution of the same, to show that such procedures as DFH chose to follow upon such breach resulted in greater damages than might have ensued had DFH selected other available alternatives. One or more waivers (whether by non-enforcement, non-association or otherwise) of the breach of any condition, term or provision of the Purchase Order shall not be construed as a waiver of a further, additional, or continuing breach of the same or any other condition, term, or provision of the Purchase Order.

8. CANCELLATION.

If at any time DFH reasonably determines that Supplier is, or is about to become, insolvent or bankrupt, then DFH may forthwith cancel the Purchase Order. Without limiting any right of cancellation for Supplier’s breach or default, DFH reserves the right to cancel the Purchase Order, or any portion thereof, if, for any reason, delivery or performance is not made or cannot be made when specified, time being of the essence, and to charge Supplier for any resulting loss. DFH’s right of cancellation includes the right to cancel future installments, if any, in the event of failure or delay in delivery or performance, if deemed by DFH to reasonably impair the value of the entire Purchase Order.

9. FORCE MAJEURE.

FORCE MAJEURE. Neither party shall be liable for any obligation of performance, injury, damage, delays, expense, accident, inconvenience, or irregularity under the Purchase Order or these Terms that results from a force majeure event (“Force Majeure Event”). A “Force Majeure Event” means any event or circumstance beyond the non-performing party’s reasonable control and which has the effect of rendering the performance of such party’s obligations impossible or impractical, including, without limitation, the occurrence of any of the following: a fire, natural disaster, riot, war, civil disturbance, strike, labor dispute, act of God, epidemic, or cause beyond the affected party’s reasonable control; provided, however, that: (i) the non-performing party shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and, when and if such Force Majeure Event ends or is removed, shall continue performance hereunder upon the other party’s request; and (ii) if a Force Majeure Event continues for more than fifteen (15) days, then DFH may, at its option, cancel the Purchase Order and all its related obligations. Upon DFH’s request, Supplier shall promptly refund DFH any amounts DFH may have paid for Goods or services that were not delivered or performed due to the Force Majeure Event, without setoff or counterclaim. Each party shall promptly notify the other of any inability to perform, the cause of such non-performance, and the end, or anticipated end, of the Force Majeure Event.

10. TERMINATION.

DFH may terminate the Purchase Order, in whole or in part, at any time due to Supplier’s breach or for any reason by written notice, or verbal notice confirmed in writing, to Supplier. In the event Supplier is not in breach or default hereunder and Section 8 above does not apply, Supplier’s sole remedy shall be limited to recovery of its reasonable direct costs consisting of a percentage of the order price reflecting the percentage of work authorized and properly performed prior to notice of termination, and actual direct costs resulting from termination.

11. INDEMNIFICATION.

(a) Supplier shall indemnify, defend and hold harmless DFH, its affiliates, and each of their officers, directors, owners, subsidiaries, affiliates, successors, assigns, employees, agents, and customers from any and all claims, demands or other liabilities for suits, injuries, losses, damages, recall costs, or expenses (including attorney’s fees) to persons or property (each, a “Claim”) in any way arising out of or resulting from a defect in the Goods or from any act, fault, or omission of Supplier, its agents, employees, or subcontractors in the performance of the Purchase Order, including, but not limited to: (a) actual or alleged adulteration or misbranding of products sold as Goods hereunder; (b) use or incorporation of any Goods into products manufactured by DFH; (c) violation of any law, statute, regulation or ordinance by Supplier or the Goods, (d) actual or alleged infringement of any United States or foreign patents, or any trademark or copyright or violation of any trade secret or other intellectual property right of any third party; (e) performance of work and labor covered by the Purchase Order; (f) use of DFH’s machinery and/or equipment by Supplier in the performance of the work called for by the Purchase Order; or (g) breach of any warranty or any other obligation hereunder. DFH objects to any limitation of liability in Supplier’s Forms. This indemnity shall survive inspection, testing and acceptance of Goods and any termination of the Purchase Order or these Terms.

(b) Supplier, in discharging its duties under Section 11(a), shall engage counsel acceptable to DFH in DFH’s sole discretion. Supplier shall not settle any Claim on any terms or in any manner that adversely affects the rights of DFH without DFH’s prior written consent. DFH shall have the right, but no obligation, to direct the defense of any Claim, including settling such Claim after giving notice to Supplier, in each case in such manner and on such terms as DFH may deem appropriate. No act or omission by DFH under this Section 11 shall relieve Supplier of its obligations hereunder.

12. INSURANCE.

During the term of the Purchase Order, Supplier shall maintain at its own expense (a) Commercial General Liability Insurance, including products and completed operations coverage, with a combined single limit minimum of $1,000,000, which may be increased at the request of DFH, (b) Automobile Liability Insurance, including coverage for hired, owned or non-owned vehicles, with a combined single limited minimum of $500,000, and (c) Workers’ Compensation Insurance (including Longshoremen’s and Harbor Workers’ Coverage, if applicable) at the statutory limits. DFH shall be named in such liability policies as an additional insured. Supplier shall furnish DFH with certificates of insurance issued by the companies providing the coverage and all such coverage and the related policies shall be subject to DFH’s approval for adequacy of protection.

13. WORK AND LABOR.

(a) Supplier shall observe all laws, ordinances, rules, and regulations of any government unit or agency affecting items furnished and/or the performance of work and labor covered by the Purchase Order. Before commencing any work hereunder, all contractors, subcontractors and vendors must review “Hazard Communication Compliance Manual” at the work site (location) and must provide the appropriate documents (Material Safety Data Sheets, etc.) for all hazardous materials as defined by current OSHA Hazard Communication Act 1910.1200 to be used, consumed, or installed as part of the Purchase Order.

(b) Onsite Services. Supplier shall keep the premises of DFH free from accumulations of material or rubbish, and at the completion of work promptly remove the same from DFH’s premises, together with Supplier’s machinery, tools, materials, and equipment. While performing work on-site, Supplier shall comply with all requirements and policies of DFH concerning security, training, safety and other business operations. Supplier shall comply with all applicable provisions of federal, state, and local laws and regulations including but not limited to rules, safety requirements, FDA current Good Manufacturing Practices regulations, OSHA and DOT regulations, established for DFH’s premises and the services to be performed. Supplier shall take all necessary precautions to prevent the occurrence of any injury to persons or property during the progress of such performance. Supplier shall perform or arrange for the performance of appropriate background checks and drug testing on all on-site individuals performing services for the DFH.

(c) Supplier warrants that it shall make all appropriate tax payments and tax withholdings for all individuals it provides to perform services and, in case of services performed in the United States, shall verify such individuals as being legally able to work in the United States.

(d) Supplier, its contractors, subcontractors, materialmen, and all parties acting under it, agree that no construction claims or liens shall be filed or maintained by it, them or any of them, for any services performed or materials provided in accordance with the Purchase Order, and Supplier, for itself, its successors and other acting through or under it, waives and relinquishes the right to have, file, or maintain any construction claims or liens against the services, materials, or premises of DFH. Supplier shall, nevertheless, furnish to DFH the standard forms of waiver of lien signed by Supplier and all contractors, subcontractors and materialmen who have furnished labor and materials hereunder.

(e) In the event DFH’s machinery and/or equipment are used by Supplier in the performance of the work called for by the Purchase Order, such machinery and/or equipment shall be considered as being under the sole custody and control of Supplier during the period of such use by Supplier and should any person or persons in the employ of DFH be used to operate said machinery and/or equipment during the period of such use, such person or persons shall be deemed during such period of operation to be an employee or employees of Supplier.

(f) Supplier represents, warrants, and covenants that it, and to the best of its knowledge and belief, its suppliers: (i) comply with all laws, ordinances, rules, regulations, and other binding governmental standards related to slavery, human trafficking, child labor, and wage and hour requirements in the jurisdictions in which Supplier and its suppliers do business; (ii) use only workers who work voluntarily and are free to leave employment; and (iii) are not involved in the involuntary recruitment, abduction, transport, housing, sale, or purchase of persons.

14. CONFIDENTIALITY.

In the event DFH or its affiliates disclosed to Supplier any confidential information, including that which may be disclosed verbally, in writing, or through observation of DFH’s facilities, Supplier shall not use such information for its own benefit or disclose such confidential information to any third parties, except to the extent required by law and then only upon prior written notice to DFH. No information received by DFH in connection with negotiating and filling the Purchase Order shall be deemed to constitute a trade secret, or to have been given in confidence to DFH. The fact that DFH has contracted to purchase Goods from Supplier and the terms of any Purchase Order are confidential information. The obligations in this Section 14 shall survive any cancellation, termination, or fulfillment of this Purchase Order.

15. OWNERSHIP.

If any molds, dies, tools, special fixtures, jigs, patterns, models or the like, or any photographic negatives or printing artwork or plates, copyrightable material, patents, trademarks, or the like should be furnished by or on behalf of DFH, or by DFH to Supplier, then Supplier (a) shall have no rights, property or interest in the same except to the extent necessary to perform under the Purchase Order, (b) shall maintain the same in proper working order subject only to normal wear and tear where applicable; (c) shall hold the property at Supplier’s risk and insure the property at Supplier’s expense while in Supplier’s custody or control, and (c) upon completion of work pursuant hereto, shall promptly account to DFH for any and all such items and make such disposition thereof, including any assignments and releases, as DFH directs.

16. LAWS AND REGULATIONS.

(a) Supplier shall comply with all federal, state, local and, where applicable, foreign laws, regulations, and executive orders. If required, Supplier shall so certify when and in such form as DFH may require, including but not limited to a certification that the goods and services were produced and rendered in compliance with all applicable requirements of the FD&C Act or the Fair Labor Standards Act.

(b) Supplier shall comply with all applicable commercial and public anti-bribery laws, including, without limitation, the US Foreign Corrupt Practices Act.

17. GOVERNING LAW; DISPUTE RESOLUTION.

This Purchase Order and these Terms shall be governed in all respects by the substantive laws of the United States of America and the State of Florida without regard to conflict of law principles. Supplier and DFH agree that the sole and exclusive venue and jurisdiction for disputes arising from the Purchase Order, these Terms, or the Goods shall be in the U.S. District Court for the Middle District of Florida or the state courts of Florida located in Flagler County, Florida, and Supplier and DFH hereby submit to the jurisdiction of such courts; provided, however, that equitable relief may be sought in any court having proper jurisdiction. Each of DFH and Supplier waives any right it may have to a jury trial with respect to any dispute arising out of or related to any Goods, the Purchase Order, or these Terms. The United Nations Convention on the International Sale of Goods does not apply to the transactions contemplated by the Purchase Order. The parties shall attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to the Purchase Order or these Terms. If the dispute, claim, or controversy is not resolved by negotiations within a reasonably short period of time (not to exceed twenty (20) days), either party may request a formal mediation before a mutually agreed mediator. If the parties cannot agree upon a mediator, then they shall each appoint one mediator and the two (2) mediators shall select a third who shall serve as the mediator for the parties. The parties covenant that they shall participate in such mediation in good faith. The non-prevailing party in any non-mediation legal proceeding shall reimburse the prevailing party for all reasonable attorneys’ fees and costs.

18. MISCELLANEOUS

Supplier may not use DFH’s name and/or logo in any manner without prior written permission from DFH. Supplier grants DFH an unalterable, non-exclusive, royalty free, license to use Supplier's Goods-related studies and trademarks in connection with the sale, promotion, and marketing of DFH's Goods-containing products. Supplier may not assign or subcontract its obligations under the Purchase Order and may not assign any present or future right to receive payment under the Purchase Order without the prior written consent of DFH. The Purchase Order and these Terms constitute the final expression of agreement between Supplier and DFH with respect to the purchase and sale of the Goods, and they are a complete and exclusive statement of the terms of the Purchase Order, superseding all other oral or written agreements, or communications by or between Supplier and DFH. Any notice given under these Terms shall be in writing and sent (i) by certified mail, postage prepaid, return receipt requested, or (ii) by commercial delivery service which delivers documents to the noticed destination and provides proof of delivery, or (iii) by facsimile with acknowledgement received. Notice may also be sent by e-mail provided that confirming notice according to one of the methods of the preceding sentence is sent within three (3) days after the e-mail transmission. All notices shall be effective only when first received at the party’s registered address.