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SMPNutra.com | Your Premier Private Label Supplement Manufacturer

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SMP Nutra Terms and Conditions

Please note that your order is subject to the Terms and Conditions (“T&C of Sale”) of Sale outlined below, which is also available on our website. Whether you are tendering a deposit payment, partial payment on account, full payment, or electing to use credit terms, you are acknowledging, agreeing to, and accepting the T&C of Sale, whether you sign the acknowledgement below or not. Additionally, unless these T&C of Sale are modified in writing and signed by the both parties, the T&C of Sale shall be applicable to this and all future transactions between Company and Customers.

Terms and Conditions of Sale Supplement Manufacturing Partner Inc., SMP Nutra, (the “Company”) requires a deposit of 50% of the order total to begin production on any order. When the ordered product is completed, SMP Nutra will notify the Customer by sending a final invoice for the remaining 50% of the order plus any additional charges accrued for artwork, labels, special packaging and freight. Final payment must be received before product can be shipped or picked up or in accordance with specified credit terms. Customer shall be liable for all charges associated with the order. All invoices that become past due shall be subject to the accrual of interest at the rate of 9% per annum, which shall be calculated from the first day on which the invoice become past due and continue through and including the date on which the invoice is fully satisfied.

If the Company is printing labels as part of the order, the Company will guarantee the label production will coincide with production of the product. If the Company is not printing labels as part of the order, then the order is to be paid in full when the production of the ordered product is complete. Such payment is not contingent upon label completion or application to the product.

Customers supplying artwork for the Company to print labels or packaging must tender their ‘print ready’ artwork to the Company within 3 weeks after the submission of Supplemental Facts. Failing to provide “print ready” artwork within the 3-week timeframe will result in the customer’s order losing production priority. The Company will not be responsible for any delays resulting from the Customer’s failure to provide “print ready” artwork within the specified period. The Company may also choose to send a final invoice for the product only if “print ready” has not been received by the five weeks after the submission of the supplement facts. In these cases, a final invoice for artwork, special packaging, freight and other extras will be provided when the project is completed and ready to ship. The Customer is responsible for all copy, directions, warnings or any additional information appearing on the label. The Company is only responsible for providing the Supplemental Facts and Dye Line.

Customers supplying pre-printed labels must deliver the pre-printed labels to the Company’s offices within five (5) weeks after the submission of Supplemental Facts. Products for Customer’s failing to provide pre-printed labels within the five (5) week time frame will be manufactured, packaged, and invoiced without labels and Customer shall be required to meet the invoice terms requiring full payment within five (5) business days of the invoice. Customers requesting to have labels applied to the product after the final invoice is issued will be charged an additional $1,000 processing fee to reschedule the products for labeling.

The Company will accept raw material supplied by Customer for the manufacture of Customer’s product with the understanding that the Company is relying completely on the Certificate of Analysis provided with the raw material to determine the content of the raw material. The Company shall not be required to conduct additional testing to verify the information stated on the Certificate of Analysis. Only at the written request of the Customer, which must include the Customers agreement to pay all costs associated with such testing, will the Company test raw materials supplied by the Customer. The Company shall not be responsible for inferior, contaminated, or adulterated raw material or mistakes on the Certificate of Analysis. All Customer Supplied Raw Materials are subject to a $175 testing fee to pass all cGMP and FDA Requirements.

In the event testing of the finished product reveals that the product does not meet specifications due to the inferior raw material supplied by the Customer, Customer will hold the Company harmless and assume all liability and costs associated with the manufacturing of the product.

A product’s expiration can only be properly determined by conducting a stability study. In the event a Customer does not provide the results of a stability study, the product will be issued a “manufactured on” date. A Customer requesting an expiration date be affixed to the product is certifying that the product and packaging ordered has been stability tested in accordance with industry standards prior to placing the order and that the product and packaging specifications provided by Customer are identical to the

specification used for stability testing. The Company is not responsible for stability testing the product, unless the Company and Customer agree to the contrary in writing. If Customers packaging and/or product specifications have not been stability tested, or the specifications provided to the Company deviate from those used in the stability test, Customer agrees to hold the Company harmless and indemnify fully the Company against any and all claims for damages or loss arising out of the product becoming unstable, unmarketable, less effective than claimed or intended, or otherwise deviating from the specifications, which occurred as a result of the products instability after manufacturing.

Raw materials supplied by the buyer for manufacturing will be accepted by the seller with the understanding that the certificate of analysis provided with the raw material shall be the sole determinant of the content of the material. Seller shall not be responsible for inferior material or mistakes of the Certificate of Analysis. Seller will not test provided raw material unless agreed to in writing by the seller with an officer’s signature on a separate agreement. If testing of finished product reveals it does not meet specifications due to inferior raw materials supplied by the buyer, buyer will hold the seller harmless and assume all liability and costs associated with the manufacturing of the product. The Buyer supplying the raw materials shall supply enough material to manufacture the product allowing for the overage required in the manufacturing process. The seller shall not be responsible for shortages if the buyer does not supply enough raw materials to complete the project.

Each order has the possibility of a ten percent (10%) +/- fluctuation for the final quantity of product. The Customer acknowledges that this fluctuation is in accordance with industry standard and the Customer is responsible for the cost associated with this fluctuation regardless of the size of the order or whether the order is for an initial run. Customer will be billed for the full number of bottles manufactured, Company will keep three (3) of the bottles, as the Company needs to keep retainer bottles for Quality Control as per FDA, CGMP Regulations.

All Products shipped FOB Edgewood, New York. Any damage to products while in the possession of the Customer or a third-party carrier is the sole responsibility of the Customer. Customer has the option of electing to insure the products while the products are in the possession of a third-party carrier, the cost of such insurance will be borne by the Customer and such costs are in addition to the shipping costs.

All orders are quoted to be produced at SMP Manufacturing facility 250 Executive Drive Unit L, Brentwood, NY, 11717 and shipped in pallets to the warehouse of the customer’s choice either using SMP preferred carrier and paying freight or the customer may schedule a pickup at the facility within 72 hours of product completion.

Products held longer than 72 hours are subject to a $7.50/Pallet transfer fee to the Supplement Manufacturing Partner, Inc. fulfillment center. This fee would be billed by Supplement Manufacturing Partner, Inc.; customer agrees to all charges.

Products held longer that 30 days which are fully paid for by customer and Active Inventory would be billed a storage rate of $30/Pallet Per Month.

Admin Fees to send shipments from Supplement Manufacturing Partner, Inc. are $35 per requested shipment + cost of shipping or Customer Supplied Shipping Account (preferably UPS).

Storage fees are not part of the Deposit Invoice or initial Final Invoice. Inactive inventory stored in the Company’s warehouse will be billed at the rate of $50.00 per pallet per week, unless otherwise agreed upon. Any materials held longer than 30 days without payment will be considered abandoned and will become the property of the Company. The Company has the right to sell goods that are not paid for after 45 days and Customer waives any and all claims it has or may have against the Company for selling the product after it is abandoned.

Customer, its owners, shareholders, members, agents, employees, and representatives, shall indemnify and hold harmless the Company and all related or affiliated entities, their officers, directors, shareholders, members, employees, agents and attorneys, from all claims, losses, damages, liabilities, costs, and expenses (including all attorney’s fees and costs) of personal injury, property damage or advertising liability (not caused by the sole negligence or intentional acts by the Company) resulting from (i) Customer’s modification of products, (ii) unauthorized representations regarding products or services provided by the Company, and/or (iii) any claims or suits arising from or related to an alleged or actual defect in any product where the product has been manufactured based upon formulations or specifications of the Customer.

In case of receivership or trusteeship, bankruptcy, reorganization, insolvency, dissolution, liquidation, arrangement, assignment for the benefit of creditors or any similar proceeding affecting Customer or Customer’s successors or assigns, unless otherwise required by applicable law, Customer expressly agrees that, to the extent that Customer has not paid Company in full, Company shall have first priority over any subsequent, without limitation, seller, creditor and/or lender that Customer may enter in any contract or agreement with.

In the event that Customer breaches all or any portions of the Terms and Conditions of Sale and/or fails to remedy the breach before the expiration of any cure period offered by the Company, Customer shall be liable for all of the Company’s costs and expenses (including, without limitation, attorneys’ fees, court costs, process server fees, and all related disbursements) incurred by the Company to enforce the Company’s rights. Any action arising out of a breach of the Terms and Condition of Sale shall be brought exclusively in the Supreme Court of the State of New York, County of Suffolk, and the Parties hereby consent to the jurisdiction of such Court for that purpose, agree that it is a convenient forum, and unconditionally waive all rights to make any argument to the Court based on the doctrine of forum non conveniens, removal, or any similar doctrine. The Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of principles. his T&C of Sale constitutes the entire Agreement between the Parties with respect to the subject matter contained herein and may not be changed or modified except by a writing signed by all the Parties. No email, texts messages, oral understanding or agreement shall be effective to waive, amend, modify, or discharge the terms and/or conditions of this T&C of Sale. The Parties represent that in executing this T&C of Sale, they have not relied upon any representation or statement not set forth herein.

All sales are subject to these Terms and Condition of Sale and are final. No refunds are available for Research and Development charges. No refunds are available once production has started. Orders cancelled prior to the start production will result in a cancellation and restocking fee of 25%.

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