Prinova General Terms and Conditions of Sale: Manufacturing

April 2025

As used in these General Terms and Conditions of Sale (“Terms”):

• "Seller" refers to the selling party identified in the document incorporating or referencing these Terms or the legal entity otherwise identified as the party selling Products and/or services to Buyer.
• "Buyer" refers to the party identified as the party ordering Products and/or services from Seller and/or, as applicable, its Affiliate(s).
• "Product" refers to the goods, products, articles, materials, and/or equipment sold by Seller to Buyer.
• "Services" refers to any labor, if any, to be provided by Seller with respect to such Product.
• "Affiliate" refers to any firm, corporation, limited liability company, partnership, limited partnership, joint venture, or association which controls, is controlled by, or is under common control with Seller or Buyer, respectively, and includes any division, subsidiary, or any company or firm in which Buyer or Seller owns an interest.

All orders for Products and/or services issued by Buyer or an authorized third party purchasing on behalf of Buyer (“Co-Manufacturer”), whether via a purchase order, EDI order, forecast, volume commitment, or any other means (collectively, the “Order”), shall be governed exclusively by these Terms. Seller objects to any additional or conflicting terms and conditions that may be included in any Order document or similar form issued by Buyer, including any “click-wrap,” “click-through,” “browse-wrap,” or “shrink-wrap” terms embedded within Buyer’s software or portal. Any such conflicting terms are null and void. Fulfillment of Buyer’s Order does not constitute acceptance of Buyer’s terms and conditions, nor does it modify or amend these Terms. If a written contract signed by both Buyer and Seller exists covering the sale of Products and/or services, the terms and conditions of that contract will prevail to the extent they conflict with these Terms. However, such a contract will not affect other provisions of these Terms, even if those provisions do not appear in the contract.

These Terms, together with any applicable Order document, Seller’s purchase order acknowledgment or confirmation (“Sales Confirmation”), and Seller’s invoice, constitute the entire agreement between Buyer and Seller regarding the purchase of Products and related services (collectively, the “Agreement”). This Agreement supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral.

Seller warrants:

(i) The Products shall conform to the agreed Product specifications; and

(ii) Seller will convey good title to the Products free of all liens.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Any claims for defects, variances in quality, or shortages in quantity must be made within five (5) calendar days after delivery or discovery of the defect, whichever is later, but no later than thirty (30) days after Buyer’s receipt of the invoice. Failure to comply with these requirements waives Buyer’s rights to make any claims.

SELLER’S LIABILITY FOR ANY CLAIM RELATING TO THE PRODUCTS SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCTS OR A REFUND OF THE PURCHASE PRICE, AT SELLER’S SOLE DISCRETION.

SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS SAVINGS, BUSINESS INTERRUPTION OR LOSS OF ANTICIPATED BENEFITS, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL CLAIMS AGAINST THE SELLER ARISING UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO SELLER’S SALE OF PRODUCTS TO BUYER, INCLUDING DISPUTES RELATED TO PRICING OR PAYMENT, MUST BE MADE WITHIN THIRTY DAYS OF BUYER’S RECEIPT OF THE INVOICE. FAILURE TO BRING CLAIMS WITHIN THIRTY DAYS OF BUYER’S RECEIPT OF THE INVOICE SHALL BE DEEMED A WAIVER BY BUYER OF ALL CLAIMS ARISING UNDER THIS AGREEMENT.

IN NO EVENT SHALL SELLER'S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WARRANTY OR PRODUCT RECALL, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY RECEIVED BY SELLER FOR THE PRODUCTS AND/OR SERVICES GIVING RISE TO ANY SUCH CLAIM.

All delivery and shipment dates are estimates and not guaranteed. Seller shall not be liable for delays in delivery for any reason. Unless otherwise agreed, Buyer or its Co-Manufacturer shall arrange for pick-up of Products at its own cost.

If Buyer or its Co-Manufacturer fails to pick up the Products within five (5) days from Seller’s written notice that the Products are ready for pick-up, Seller may, at its discretion, take one of the following actions:

(i) Ship the Products to the address on the Order, with Buyer or Co-Manufacturer reimbursing all reasonable costs incurred by Seller; or

(ii) Continue to store the Products at Seller’s warehouse, charging reasonable storage fees.

All pricing in the Order excludes applicable tariffs, duties, anti-dumping, countervailing duties, and other charges. These additional charges will be passed through to Buyer.

Unless otherwise agreed, payment is due within 30 days from the date of the invoice. Buyer agrees to pay the list price unless otherwise agreed. Seller reserves the right to require cash payment before shipment. Interest will be charged at 1.5% per month (or the highest rate allowed by law) on any unpaid balance starting 30 days after the invoice date.

If Seller determines that Buyer’s credit is impaired, Seller may, at its discretion, (i) divert or prevent shipments, (ii) cancel unfilled portions of the Order, or (iii) require Buyer to provide security or prepayment before further shipments. All costs incurred by Seller in exercising these rights shall be borne by Buyer.

(a) Direct Dealings with Co-Manufacturer: If Buyer requests Seller to deal directly with its Co-Manufacturer, Buyer remains fully responsible for all obligations under this Agreement, including payment for Products supplied.

(b) Failure of Co-Manufacturer to Pay: If Buyer’s Co-Manufacturer fails to pay Seller, Buyer shall immediately pay Seller the amounts owed, including any interest and penalties. Buyer’s obligation to pay is independent of any agreement between Buyer and Co-Manufacturer.

Buyer may not cancel or modify any confirmed Order without Seller’s written consent. If Buyer cancels an Order, Buyer shall pay all costs incurred by Seller, including manufacturing, procurement, and shipping costs.

Buyer agrees to indemnify, defend, and hold Seller harmless from any loss, liability, damage, or expense arising from Buyer’s breach of this Agreement, including delays, cancellations, or failures of Buyer’s Co-Manufacturer to meet payment obligations.

Seller shall not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond Seller’s reasonable control, including but not limited to acts of God, labor disputes, wars, epidemics, supply chain disruptions, government actions, pandemics, or other similar events. In such cases, Seller may suspend or reduce deliveries without liability.

If Seller is Prinova US LLC or Prinova Solutions LLC, this Agreement shall be governed by the laws of Illinois, without regard to conflicts of laws principles. Any disputes arising from this Agreement shall be resolved in the courts of Cook County, Illinois.

If Seller is Prinova Nutrition LLC, this Agreement shall be governed by the laws of the State of Tennessee, without regard to conflicts of laws principles. Any disputes arising from this Agreement shall be resolved in the courts of Tennessee.

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The parties expressly waive their right to a trial by jury for any disputes arising under this Agreement.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. In the event of any invalid, illegal, or unenforceable provision, the parties agree that the provision shall be modified to the extent necessary to make it valid, legal, and enforceable, while achieving, to the extent possible, the original intent of the parties.

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.