PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO THE PURCHASE OF PRODUCTS FROM NATURAL SOURCING, LLC ("NATURAL SOURCING"). PRAAN NATURALS IS A REGISTERED TRADEMARK OF NATURAL SOURCING, LLC. ANY CHANGES TO THESE TERMS MUST BE PROVIDED ON A SEPARATE PURCHASE AGREEMENT AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF NATURAL SOURCING. BY PLACING AN ORDER WITH NATURAL SOURCING, OR BY ACCEPTING DELIVERY OF PRODUCTS, YOU, THE CUSTOMER, AGREE TO BE BOUND BY AND ACCEPT THESE TERMS OF SALE.

Natural Sourcing may change or modify these Terms of Sale from time to time in its sole discretion.

1. AVAILABILITY AND PRICING: All orders are subject to acceptance by Natural Sourcing. Product availability and pricing are subject to change without notice. Orders are not binding upon Natural Sourcing until accepted by Natural Sourcing. Prices listed are in U.S. dollars. Some products may not be available for shipment outside the United States. Natural Sourcing reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. Prices charged will be those prevailing when an order is placed. For open and non-committed purchase orders, the current market price will prevail at the time of shipment, not the quoted price.
2. PAYMENT TERMS: Natural Sourcing requests that all new customers prepay their first order until credit is established. Credit terms may be set up for subsequent orders.
   
   Natural Sourcing accepts payment by bank wire, cashier's check and business check.
   
   Upon credit approval, Natural Sourcing accepts orders with a net 30 day payment term and a $500.00 order minimum. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by Customer.
3. RETURNS: Permission for return of products must first be secured from Natural Sourcing in writing. Material returned without written return authorization will not be accepted. All return authorizations are conditional and are not final until the product is received and inspected by Natural Sourcing. Credit will be issued at the original price charged, less handling and transportation charges, where applicable. All claims for shortages must be made within 72 hours of receipt of product. A restocking fee of 25% of the price of the returned items plus any applicable commission payments to our sales agents up to 15% will apply.
4. SHIPPING & HANDLING: All shipments are F.O.B. Destination with freight prepaid by Customer or shipped freight collect on Customer carrier account. Delivery dates provided in advance are estimates only and shall not represent fixed or guaranteed delivery dates.
5. WARRANTY & DISCLAIMER: SINCE NATURAL SOURCING DOES NOT CONTROL THE USE OF ITS PRODUCTS; TO THE FULLEST EXTENT PERMITTED BY LAW, NATURAL SOURCING DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO YOUR USE OF THE PRODUCTS SOLD BY NATURAL SOURCING. IT IS YOUR RESPONSIBILITY TO DETERMINE THE SUITABILITY OF ANY PRODUCT FOR YOUR INTENDED USE AND NATURAL SOURCING MAKES NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION CONTAINED HEREIN.

   NATURAL SOURCING DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. SINCE NATURAL SOURCING CANNOT CONTROL THE MANNER OF USE OF ITS PRODUCTS AFTER THEIR SALE, NATURAL SOURCING WILL NOT BE RESPONSIBLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES. NATURAL SOURCING'S LIABILITY IN ANY EVENT IS LIMITED TO, AND SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR ANY PRODUCT CAUSING SAID LIABILITY. Since Natural Sourcing is acting only as a distributor of products manufactured by other companies, Natural Sourcing expressly limits its liabilities to any warranties or guarantees extended by the manufacturer, which Natural Sourcing will pass on to the Customer.

   NATURAL SOURCING'S PRODUCTS ARE NOT RECOMMENDED OR AUTHORIZED FOR ANY USE WHICH COULD RESULT IN HARM TO PERSONS OR PROPERTY. Customer assumes all risk and liability for use in such applications and agrees to indemnify Natural Sourcing for all damages that may be incurred due to use of Natural Sourcing's products in these prohibited applications.

   ALTHOUGH NATURAL SOURCING HAS USED REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS LITERATURE, AND WEBSITE, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF PRODUCT IDENTIFCATION AND DO NOT PROVIDE AN EXPRESS OR IMPLIED WARRANTY OR AFFIRMATION OF FACT, OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THER RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. IN ADDITION, NATURAL SOURCING DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION OR PRODUCT MISAPPLICATION.

6. FORCE MAJEURE. Natural Sourcing shall not be liable for loss or damage caused by any delay or failure to perform resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, or any circumstances beyond the control of Natural Sourcing in its business operations.
7. GOVERNING LAW. This agreement shall be governed in all respects by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of law. You agree and consent to the exclusive jurisdiction of the courts of the State of Connecticut for all purposes regarding this AGREEMENT and you further agree and consent that venue of any action brought hereunder shall be exclusively in the County of New Haven, State of Connecticut.
8. ENTIRE AGREEMENT. This AGREEMENT contains the entire AGREEMENT between you and Natural Sourcing with respect to the subject matter of the AGREEMENT and supersedes all previous communications, representations, understandings and AGREEMENTs, whether oral or written, including statements made at the Natural Sourcing website or in email messages between the you and Natural Sourcing with respect to the subject matter of this AGREEMENT. This AGREEMENT may not be amended, except by writing signed by Natural Sourcing.
9. SEVERABILITY. If any provision or provisions of this AGREEMENT shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10. DISPUTE RESOLUTION. "The parties agree that any action to enforce the terms and conditions of this Agreement or for the breach of this Agreement where in excess of $5,000 is at issue, shall be referred to final and binding arbitration. Any arbitration proceeding will be governed by the rules, procedures, and protocols of the American Arbitration Association and by the Federal Arbitration Act. The parties further agree that any action to enforce the terms and conditions of this Agreement or for the breach of this Agreement where not in excess of $5,000 is at issue shall be brought exclusively in the [insert name of court in your county.]
11. WAIVER. Natural Sourcing's failure to insist on performance of any term or condition contained in this AGREEMENT, or failure to exercise any of Natural Sourcing's rights hereunder, shall not constitute a waiver of any of Natural Sourcing's rights or remedies under this AGREEMENT.
12. NO THIRD PARTY BENEFIT. The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
13. GENERAL. All orders are subject to acceptance by Natural Sourcing. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party.

CONTRACT ORDER SALES AGREEMENT

This Special Order Sales Agreement ("Agreement") is entered into as of the date of acceptance by the customer ("Effective Date"), by and between Natural Sourcing LLC, a Connecticut limited liability company with a principal place of business at 341 Christian St, Oxford, CT 06478 ("Natural Sourcing LLC"), and the purchasing entity identified on the applicable quotation, purchase order, or invoice ("Customer").

1. Scope of Agreement

This Agreement governs the sale of non-stock, made-to-order, or special order raw materials supplied by Natural Sourcing LLC for use in the personal care, cosmetics, and beauty industries ("Special Order Products"). This Agreement applies notwithstanding any conflicting or additional terms contained in Customer's purchase orders or other documents.

2. Non-Cancellable; Non-Refundable Orders

ALL SPECIAL ORDER PRODUCTS ARE NON-CANCELLABLE AND NON-REFUNDABLE.

Once Natural Sourcing LLC has accepted Customer's order, the order may not be cancelled, modified, or returned for any reason, including but not limited to changes in Customer's formulation needs, commercial plans, regulatory requirements, or market conditions.

Customer expressly acknowledges that Special Order Products are produced or procured specifically for Customer and are not suitable for resale.

3. Lead Times and Specifications

All stated or estimated lead times are good-faith estimates only and are contingent upon:

• Availability of upstream raw materials; and
• Such raw materials meeting Natural Sourcing LLC's and/or the manufacturer's applicable quality and technical specifications.

Natural Sourcing LLC shall not be responsible for delays resulting from raw materials failing to meet required specifications, nor for delays associated with additional processing, testing, or remediation required to achieve an in-spec product.

4. Production Batches

Customer acknowledges and agrees that:

• Multiple production or processing batches may be required to manufacture or procure Special Order Products that meet applicable specifications; and
• The need for multiple batches shall not constitute a failure of performance, delay, or breach of this Agreement.

Natural Sourcing LLC shall use commercially reasonable efforts to deliver conforming material but makes no representation that a single batch will be sufficient to achieve specification compliance.

5. Force Majeure (Natural Sourcing LLC Only)

Natural Sourcing LLC shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, war, terrorism, labor disputes, governmental actions, pandemics, shortages of raw materials, transportation disruptions, supplier failures, or utility outages ("Force Majeure Event").

In the event of a Force Majeure Event, Natural Sourcing LLC may, at its sole discretion, suspend performance, delay delivery, or cancel all or any portion of a Special Order without liability. Any such cancellation shall not entitle Customer to damages, refunds, or other compensation, except to the extent expressly required by applicable law.

This Force Majeure provision applies solely to Natural Sourcing LLC and does not create any cancellation or termination rights for Customer.

6. Limitation of Liability

To the maximum extent permitted by law, Natural Sourcing LLC's liability for any claim arising out of or relating to this Agreement shall be limited to the invoice value of the affected Special Order Products. In no event shall Natural Sourcing LLC be liable for indirect, incidental, consequential, special, or lost-profit damages.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict-of-laws principles.

8. Entire Agreement

This Agreement, together with Natural Sourcing LLC's quotation, invoice, or order acknowledgment, constitutes the entire agreement between the parties with respect to Special Order Products and supersedes all prior or contemporaneous communications, whether written or oral.

CUSTOMER ACKNOWLEDGMENT

By placing a Contract Order, Customer acknowledges that it has read, understands, and agrees to be bound by the terms of this Agreement.

CUSTOMER:

Authorized Signature: _______________________________

Printed Name: _____________________________________

Title: _____________________________________________

Company Name: ____________________________________

Date: _____________________________________________