Terms and Conditions

PURELIFEBIOTICS, LLC TERMS AND CONDITIONS OF SALE ORDER CONFIRMATIONS AND INVOICES

1. Scope; Binding Effect. THESE TERMS AND CONDITIONS OF SALE APPLY TO ALL PURCHASE ORDERS ACCEPTED BY PURELIFEBIOTICS, LLC AND ITS AFFILIATED COMPANIES (INCLUDING BUT NOT LIMITED TO APRICITY ENTERPRISES, LLC (d/b/a "AEMS USA") (COLLECTIVELY “SELLER”) AND TO ALL PRICE QUOTATIONS MADE BY SELLER. TO THE EXTENT THAT THESE TERMS AND CONDITIONS CONFLICT WITH OR ARE DIFFERENT FROM THOSE CONTAINED IN ANY PURCHASE ORDER OR OTHER PROCUREMENT DOCUMENTS SUBMITTED BY BUYER, THESE TERMS AND CONDITIONS WILL CONTROL AND ANY ADDITIONAL OR INCONSISTENT TERMS ARE REJECTED BY SELLER UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY SELLER. BUYER’S ACCEPTANCE OF OR PAYMENT FOR THE GOODS SHALL CONCLUSIVELY CONFIRM ASSENT TO THESE TERMS.

2. Taxes. All prices are exclusive of any sales, use, revenue, or excise taxes, and customs duties, or other similar charges, all of which will be paid by Buyer.

3. Delivery. Unless otherwise agreed to by the parties: (a) delivery is FOB Seller’s plant and (b) title and risk of loss will pass to Buyer upon delivery of Products to the carrier at the shipping point. Seller will follow Buyer’s shipping instructions. Absent such instructions from Buyer, Seller will ship by the method it deems most advantageous. Delivery dates are estimates only. Seller will make commercially reasonable efforts to meet specified delivery dates, but will otherwise not be responsible for delayed deliveries.

4. Acceptance. All orders for Products are final and may not be canceled by Buyer after acceptance by Seller. Upon commencement of production of any order for Products, Buyer shall be responsible to pay the purchase price and all costs and expenses incurred by Seller with respect to such order. Buyer will accept or reject Products within 60 days of delivery. Failure to notify Seller in writing of nonconforming Products within such period shall be deemed an unqualified acceptance. Any use of the Products by Buyer which is not related to acceptance testing shall constitute acceptance. Buyer acknowledges and agrees that the remedies set forth in the section “Remedies for Nonconforming Products” are Buyer’s exclusive remedies for the delivery of defective or nonconforming Products.

5. Credit Sales. Prior credit approval and non-delinquent status are necessary before Seller will ship on an open account basis. If at any time the financial responsibility of Buyer, or the credit risk involved, shall become unsatisfactory to Seller, Seller may require cash or satisfactory security prior to shipments or deliveries hereunder. With respect to any credit sale, Buyer grants to Seller a purchase money security interest in the Products, and any proceeds thereof, as security for Buyer’s obligation to pay the purchase price, and Buyer agrees to execute any financing statement or other instrument required to perfect such security interest.

6. Credit Memos. Unapplied cash, credit memos or other discounts against future purchases issued by Seller in connection with non-conforming Products returned by Buyer must be used by Buyer within 90 days of issuance by Seller, and unless applied by Buyer against the purchase of additional Products within such 90-day period, shall expire.

7. Warranty. Products are warranted to conform to agreed or Seller’s published specifications, subject to customary tolerances, and to be free from defects in material or workmanship that materially impair use for sixty (60) days after acceptance. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS EXPRESS OR IMPLIED. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Production Variance and Defect Rate

1. Weight and Composition Variance:

a. In accordance with industry practices, there may be a natural variance in tablet weight and composition. This variance is typically within a relative standard deviation (RSD) of 5% from the target weight. Seller ensures that all products meet the regulatory requirements for safety and efficacy, with the majority of tablets falling within this standard deviation range.

2. Defect Rate for Physical Imperfections:

b. The tableting process may result in a small percentage of physical defects, such as broken tablets. These defects are generally considered acceptable within an industry-standard defect rate of 2% of total production. Tablets within this defect rate are not considered substandard and are expected to perform as intended. Any batch exceeding this defect rate will be subject to further quality control reviews.

By purchasing our products, you acknowledge and accept these standard manufacturing variances and agree that minor variations in tablet appearance, weight, and composition do not constitute a defect or failure in the product’s quality.

9. Remedies for Nonconforming Products. If Buyer notifies Seller of any nonconforming Products within 60 days of delivery or during the warranty period, Seller shall, in its sole discretion: (a) replace such nonconforming Products with conforming Products; or (b) credit or refund the purchase price for such nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection with the original order. Buyer shall ship, at its expense and risk of loss, the nonconforming Products to Seller's facility located in Katy, Texas. If Seller exercises its option to replace nonconforming Products, Seller shall, after receiving Buyer's shipment of nonconforming Products, ship to Buyer, at Buyer's expense and risk of loss, the replaced Products to the delivery point. Buyer acknowledges and agrees that the remedies set forth in this section are Buyer's sole and exclusive remedies for the delivery of nonconforming Products. Except as provided under this section, all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under the Agreement to Seller without authorization from Seller. Any nonconforming Products not returned to Seller shall be disposed of by Buyer in accordance with applicable law and environmental regulations.

10. Hazard Communications. Seller will provide Buyer a Safety Data Sheet (“SDS”) for all Products. The Buyer agrees to read and understand the SDS before using or selling the Products. Buyer will hold Seller harmless from any damage, loss, expense, or claim resulting, directly or indirectly, from use of Products.

11. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE SUBJECT PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR REVENUES, LOSS OF CUSTOMERS, OR PLANT DOWNTIME) SUSTAINED FROM ANY CAUSE OR ARISING OUT OF ANY LEGAL THEORY, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, OR OTHERWISE. These limitations include any liability that may arise out of third-party claims. Any lawsuit by Buyer against Seller shall be filed within one year from delivery of the subject Product by Seller. These limitations shall apply notwithstanding any failure of essential purpose or of any limited remedy provided herein. Any technical advice furnished or recommendation made by Seller or any Seller representative concerning any use or application of any Product is believed to be reliable but Seller makes no warranty, either express or implied, as to its accuracy or completeness or of the results to be obtained. With regard to any processing of any Product, Buyer assumes full responsibility for quality control, testing, storage and for use of Products provided by Seller in combination with items provided or manufactured by Buyer or by others.

12. Buyer Indemnity. Buyer assumes full liability and responsibility for compliance with all information and precautions provided to Buyer, and with all laws, statutes, ordinances and regulations of any governmental authority applicable to the processing, transportation, delivery, unloading, discharge, storage, handling, sale and use of each Product and United States export control laws. Buyer further agrees to protect, defend and hold harmless Seller from and against all claims, demands, causes of action, damages, losses, liabilities, costs, expenses (including reasonable attorneys’ fees), penalties, and judgments associated with the processing, transportation, delivery, unloading, discharge, storage, handling, sale or use of any Product after delivery which is (i) inconsistent with any information provided to Buyer; (ii) in violation of any applicable law, statute, ordinance or regulation of any governmental authority or (iii) not the result of Seller’s negligence or willful misconduct. Buyer shall defend or settle any claim brought against Seller to the extent that it is based upon a claim that the Customer Materials infringes any third party Intellectual Property Rights.

13. Intellectual Property Infringement. Seller will defend or settle any claim or action brought against Buyer to the extent that it is based upon a claim that Products formulated by Seller and provided by Seller to Buyer infringe any United States patent, and Seller will pay all costs, damages and attorney’s fees finally awarded against Buyer in any such action; but such defense, settlements, and payments are expressly conditioned on the following: (a) that Seller is promptly notified in writing by Buyer of any such claim; (b) that Seller is granted in writing sole control of the defense of any such claim and of all negotiations for settlement or compromise; (c) that Buyer cooperates with Seller in a reasonable way to facilitate the settlement or defense of the claim; and (d) that the claim does not arise from modifications not authorized in writing by Seller. Should Products become, or in Seller’s opinion be likely to become, the subject of such a claim of infringement, Buyer will permit Seller, at Seller’s option and expense, to procure for Buyer the right to continue using the Products, or to replace or modify the Product so that it becomes non-infringing and substantially equivalent in function, or to refund to the Buyer the purchase price of the Product. THE FOREGOING IS SELLER’S EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

14. FORCE MAJEURE. Seller shall be held liable for any delay or failure in performance of its obligations under this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, government agencies, delay or failure to receive government approvals, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation carriers, or delays associated with visa, immigration and/or custom problems, unavailability of or interruption or delay in telecommunications or third party services (including wireless services), virus attacks or hackers and failure of third party software.

15. Confidentiality; Intellectual Property. Confidential Information furnished to Buyer by Seller shall: (i) be retained in confidence; (ii) remain the exclusive property of Seller; (iii) not be disclosed by Buyer to third parties or used in any manner not authorized by Seller; and (iv) be returned to Seller upon request. Seller does not, by entering into or performing under the Agreement, transfer, license, or assign to Buyer or any other person or entity any right, title, interest, or license to or in any of Seller’s intellectual property, including, without limitation, patents, trade secrets and trademarks, and all such rights, titles and interests are reserved by Seller. Unless otherwise agreed by the parties in writing, any and all developments and improvements to Products made or implemented by Seller shall be the sole and exclusive property of Seller, regardless of Buyer’s participation therein.

16. Return of Confidential Information. Upon Seller’s written request, or upon termination of this Agreement, whichever is earlier, Buyer will deliver to Seller, or, at Seller’s option certify the destruction of, all Confidential Information received by Buyer from Seller pursuant to this Agreement, including all reproductions or copies thereof.

17. Injunctive Relief. The parties agree that any breach by Buyer or any of its officers, directors, or employees, of its confidentiality obligations may cause immediate and irreparable injury to Seller and that, in the event of such breach, Seller will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity.

18. Additional Terms. The rights and liabilities of the parties arising out of or relating to this Agreement will be governed by the laws of the State of Texas, excluding application of its conflicts of laws principles and excluding all provisions of the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods. Venue in any lawsuit between the parties will lie exclusively in state or federal courts in the State of Texas, and the prevailing party in such litigation will be entitled to recover all reasonable costs, fees and other expenses (in addition to statutory “costs” of litigation), including attorneys’ fees and expenses in connection with any trial, appeal, or petition for review. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY ACTION ARISING UNDER THE AGREEMENT. This Agreement may not be assigned by Buyer without Seller’s prior written consent. No waiver of any violation or nonperformance of this Agreement in one instance shall be deemed to be a waiver of any subsequent violation or nonperformance. All waivers must be in writing. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law. Nothing in this Agreement shall be construed as creating any direct or beneficial right in or on behalf of any third party. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT IN A WRITING SIGNED BY BOTH PARTIES.

19. Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person and notice shall be effective upon delivery; (b) by certified mail, postage prepaid, return receipt requested and notice shall be effective upon delivery or attempted delivery; (c) by email and notice shall be effective when email is delivered; (d) facsimile and notice shall be effective upon delivery as evidenced by sender’s confirmation receipt; or (e) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and notice shall be effective upon delivery or attempted delivery.

20. Non-Solicitation. During the Term of this Agreement and for a period of twelve (12) months thereafter, Buyer shall not, without the prior written consent of Seller, solicit for employment or hire, whether as a full-time or part-time employee, consultant or otherwise, any employee, consultant or officer from Seller.

21. Construction. The parties intend that this Agreement should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in their preparation or drafting.

22. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

1. DEFINITIONS. For purposes of this Agreement:

“Agreement” means the these Terms and Conditions and all exhibits and schedules hereto.

“Seller” refers to PURELIFEBIOTICS, LLC and its affiliated companies.

“Confidential Information” means any and all confidential or proprietary information disclosed by Seller to Customer, at any time, either in writing, orally, by inspection or in any other form or medium, and related to the past, present or future business or technology of Seller, including without limitation information constituting or concerning processes and methodologies; know-how and data; and marketing, sales and business development plans and strategies, including, without limitation, any and all information provided by employees or other representatives of Seller `. The relationship between the parties and the substance of this Agreement shall also be Confidential Information. Regardless of whether marked or identified as confidential or proprietary, any information identified herein as constituting Confidential Information or that Customer knew or should have reasonably known was considered confidential or proprietary by Seller will be considered Confidential Information of Seller under this Agreement.

“Customer Materials” means the trademarks, service marks, trade names, brand names, corporate names, logos, copyrights, works of authorization, artwork, images and other materials provided or made available by Customer.

“Products” means all products which Buyer has contracted with Seller to manufacture and ship.

“Intellectual Property Rights” means all current and future worldwide patents and other patent rights (including patent applications and disclosures), utility models, trademarks, trade dress, copyrights, works of authorship, moral rights, mask work rights, trade secrets, know-how, improvements, derivative works and all other intellectual property rights.