CUSTOMER TERMS

CENTIAN LLC

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

September 2026

These General Terms and Conditions for the Sale of Goods (these "Terms") govern the sale of goods and related documentation by Centian LLC ("Seller") to the buyer identified in the applicable Sales Confirmation ("Buyer"). Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties."

Definitions. For purposes of these Terms, "Business Day" means any day on which national banking institutions in Raleigh, North Carolina are open to the public and are not required or authorized to close; "COA" means any certificate of analysis, certificate of compliance, manufacturer certificate, laboratory report, test report, specification sheet, manufacturer specification, product specification, or similar quality, analytical, or technical document relating to the Goods; and "MOA" means the applicable method of analysis or testing method established, provided, or approved by the manufacturer or factory for the Goods.

1. Applicability; Controlling Terms; Rejection of Buyer Terms.

These Terms, together with Seller's applicable order acknowledgment, sales confirmation, invoice, or other written confirmation of an order accepted by Seller with respect to the Goods (each, a "Sales Confirmation"), constitute the sole and entire agreement between Seller and Buyer with respect to the sale of the goods identified in the Sales Confirmation (the "Goods") (collectively, this "Agreement"). For clarity, Seller's quotations are not Sales Confirmations unless Seller expressly states in writing that a quotation is an accepted order or binding sales confirmation. These Terms supersede all prior or contemporaneous understandings, proposals, negotiations, representations, warranties, and communications, whether written or oral, relating to the Goods.

Buyer's purchase order, vendor packet, quality agreement, portal terms, supplier guide, terms and conditions, specifications, confirmations, forms, or other documents (collectively, "Buyer Documents") are for Buyer's internal administrative purposes only and shall not amend, supplement, modify, supersede, or otherwise become part of this Agreement, except that Seller may use the following information in a Buyer purchase order solely for order processing purposes if accepted by Seller in a Sales Confirmation: (a) the Goods to be purchased; (b) the quantity ordered; (c) the requested delivery date; (d) the requested ship-to location; and (e) the price, but only to the extent confirmed by Seller in the Sales Confirmation or invoice.

Seller expressly rejects all terms in Buyer Documents, whether inconsistent, additional, or different from these Terms, including terms relating to warranties, indemnities, limitations of liability, governing law, venue, arbitration, inspection rights, rejection rights, payment, setoff, chargebacks, quality obligations, recall obligations, insurance, or remedies. Seller's shipment of Goods, acknowledgement of a purchase order, completion of a Buyer form, use of Buyer's portal, or performance under an order shall not constitute acceptance of any Buyer terms.

No course of dealing, course of performance, usage of trade, or failure by Seller to object to any Buyer Document shall be deemed to modify these Terms or bind Seller to any Buyer terms.

2. Authority to Modify Terms; Signed Agreements.

No amendment, modification, waiver, or supplement to these Terms or any Sales Confirmation is binding on Seller unless the writing: (a) expressly states that it amends these Terms or the applicable Sales Confirmation; (b) identifies the specific provision being amended; and (c) is signed by Seller's Chief Executive Officer, Chief Operating Officer, or another officer expressly authorized in writing by Seller to make such amendment.

Buyer acknowledges that Seller's sales representatives, quality-control personnel, customer-service personnel, logistics personnel, and other employees or agents are not authorized to modify these Terms, accept Buyer terms, bind Seller to Buyer Documents, or provide warranties, regulatory assurances, labeling advice, finished-product claims advice, or quality obligations beyond those expressly stated in these Terms.

Any signature, initials, portal click-through, form completion, or other acknowledgement by Seller's personnel on or through any Buyer Document shall be deemed solely an administrative acknowledgement of receipt, completion, or processing, and shall not amend these Terms unless the requirements of this Section are satisfied.

3. Quotations; Orders; Order Acknowledgment.

Unless expressly stated otherwise in a writing signed by Seller in accordance with Section 2, Seller's quotations are non-binding proposals, are subject to change without notice, and do not constitute an offer capable of acceptance by Buyer, a Sales Confirmation, or an acceptance of any Buyer order. No order is accepted by Seller unless and until Seller issues a Sales Confirmation or otherwise confirms acceptance in writing.

After Seller issues a Sales Confirmation, Buyer shall promptly review all pricing, quantity, product, ship-to, delivery, and payment information. Buyer must notify Seller promptly of any alleged administrative or clerical error. Seller may correct typographical, clerical, pricing, quantity, freight, shipping, product description, or similar administrative errors in any quotation, Sales Confirmation, invoice, or other document. Seller is not required to sell Goods at an erroneous price or on erroneous terms.

Changes to pricing, quantity, product, delivery, shipment, payment terms, or other business terms after issuance of a Sales Confirmation require Seller's written approval and may be reflected in a revised Sales Confirmation or invoice.

4. Cancellation; Non-Cancellable Orders.

No order may be cancelled, reduced, delayed, rescheduled, or modified by Buyer after Seller issues a Sales Confirmation unless Seller approves the cancellation, reduction, delay, rescheduling, or modification in writing.

Without limiting the foregoing, an order is non-cancellable if Seller has notified Buyer in writing that the order is non-cancellable or if the order involves: (a) custom, customer-specific, or special-order Goods; (b) Goods manufactured, procured, imported, reserved, or held specifically for Buyer; (c) large-volume or blanket orders for which Seller has secured inventory, production capacity, or supplier commitments; (d) Goods not readily marketable to Seller's other customers; or (e) any other order that Seller identifies as non-cancellable before Buyer's attempted cancellation.

Buyer shall remain responsible for the full purchase price and all related costs for non-cancellable Goods, including Goods not picked up or accepted by Buyer.

5. Shipment and Delivery.

Unless a Sales Confirmation expressly states a different delivery term, all Goods are sold Ex Works (Incoterms 2020) at the location identified by Seller as the delivery point (the "Delivery Point"). Buyer is responsible for arranging transportation, selecting the carrier, and paying for all freight, insurance, handling, storage, accessorial, customs, duties, tariffs, and other shipment-related charges, unless otherwise expressly stated in the Sales Confirmation.

Delivery dates, shipment dates, transit times, and required dates are estimates only. Seller will use commercially reasonable efforts to meet estimated dates, but Seller is not liable for any loss, damage, chargeback, penalty, cancellation, cover cost, lost profit, production delay, customer claim, or other Loss arising from delay, failure to deliver, or delayed delivery.

Risk of loss or damage to the Goods transfers to Buyer in accordance with the delivery term stated in the Sales Confirmation or, if no delivery term is stated, when Seller makes the Goods available at the Delivery Point. Buyer shall pay for Goods after risk of loss transfers even if the Goods are lost, delayed, damaged, or destroyed during shipment, including where Seller arranges or assists with freight as an accommodation to Buyer, unless the Sales Confirmation expressly states that Seller retains risk of loss through delivery to Buyer's destination.

Buyer may not reject Goods because of loss or damage occurring after risk of loss transfers to Buyer. Buyer is responsible for pursuing any carrier, freight forwarder, insurer, customs broker, or other third party with respect to such loss or damage.

6. Late Pickup; Failure to Accept Delivery; Storage.

Buyer shall take delivery of the Goods within seventy-two (72) hours after Seller gives notice that the Goods are available for pickup or delivery, or within such other period stated in the Sales Confirmation.

If Buyer fails to timely take delivery, provide delivery instructions, provide required documents, provide licenses or authorizations, approve a COA when required, or otherwise accept delivery: (a) risk of loss shall pass to Buyer; (b) the Goods shall be deemed delivered and accepted; (c) Seller may store the Goods at Buyer's risk and expense; and (d) Seller may invoice Buyer for the Goods and all related costs.

Goods not picked up within seventy-two (72) hours after notice that pickup details are available may, in Seller's discretion, be subject to a restocking or handling fee equal to twenty percent (20%) of the purchase price, with a minimum fee of $150. Non-cancellable Goods not picked up or accepted by Buyer remain payable in full.

7. Partial Shipments; Separate Sales.

Seller may, in its sole discretion and without liability or penalty, make partial shipments of Goods. Each shipment constitutes a separate sale, and Buyer will pay for each shipment whether the shipment is in whole or partial fulfillment of an order. A delay, shortage, alleged defect, or dispute relating to one shipment shall not excuse Buyer's obligation to pay for any other shipment or authorize cancellation of any other order.

8. Quantity Variance.

If Seller delivers a quantity of Goods up to ten percent (10%) more or less than the quantity stated in the Sales Confirmation, Buyer shall not reject the Goods by reason of the surplus or shortfall, and the invoice shall be adjusted pro rata. Any different quantity tolerance must be stated in the Sales Confirmation.

9. Price; Taxes; Duties; Tariffs.

Buyer shall purchase the Goods at the price stated in Seller's Sales Confirmation or invoice. If there is a conflict between the price in Buyer's purchase order and the price in Seller's Sales Confirmation or invoice, Seller's Sales Confirmation or invoice shall control unless Seller agrees otherwise in writing.

Prices are exclusive of all sales, use, excise, value-added, import, export, customs, tariff, duty, brokerage, freight, insurance, and similar taxes, fees, and charges imposed by any governmental authority or third party, all of which shall be Buyer's responsibility unless otherwise stated in the Sales Confirmation.

Buyer is not entitled to any refund, rebate, credit, offset, setoff, price reduction, or other payment or benefit relating to tariffs, duties, taxes, import costs, freight costs, customs treatment, or similar charges, including any tariff refund, rebate, drawback, reimbursement, reduction, or other benefit that Seller may receive or recover, unless Seller expressly agrees in writing or applicable law requires Seller to pass through a specific amount to Buyer.

10. Payment Terms; Credit Terms.

Buyer shall pay all invoiced amounts in U.S. dollars by the due date stated on Seller's invoice. If payment terms are stated in both the Sales Confirmation and invoice, the invoice controls the payment due date, payment terms, and payment amount. If the invoice does not state a due date or payment term, the payment terms in the Sales Confirmation control. If neither document states a payment term, payment is due upon receipt of invoice.

Seller may establish, modify, increase, decrease, suspend, or revoke Buyer's credit terms, credit limit, or credit availability at any time in Seller's sole discretion, including by written notice, email notice, revised invoice, revised Sales Confirmation, or other written communication from Seller. Seller may require advance payment, cash on delivery, payment before release of Goods, or other payment assurance at any time.

Buyer shall not withhold, delay, condition, reduce, offset, recoup, or set off payment because of any actual or alleged quality issue, COA hold, testing dispute, missing or damaged shipment after risk of loss has transferred, customer claim, recall, chargeback, credit request, or other dispute. If Seller verifies an issue after payment is received and determines a credit is appropriate, Seller may issue a credit in accordance with these Terms.

Buyer shall pay interest on all late payments at the lesser of five percent (5%) per month or the highest rate permitted by applicable law, calculated from the original due date until paid. Seller may assess interest on any amount not paid when due, including amounts from prior invoices that were paid late or remain unpaid. Buyer shall reimburse Seller for all costs and expenses incurred in collecting any late or unpaid amounts, including collection agency fees, attorneys' fees, court costs, arbitration costs, expert fees, and other collection costs.

In addition to all other remedies, Seller may suspend or cancel any pending shipment, reject new orders, revoke credit, report nonpayment to credit insurers or credit reporting sources, require prepayment, or terminate any order if Buyer fails to pay any amount when due.

11. COAs; Specifications; Customer Specifications.

Seller may provide a certificate of analysis, manufacturer specification, product specification, manufacturer documentation, or similar document with respect to the Goods (collectively, "COA/Specification Documents"). Unless Seller expressly agrees otherwise in a Sales Confirmation, the specifications stated in Seller-provided COA/Specification Documents control the Goods.

Buyer's internal specifications, testing requirements, quality requirements, vendor requirements, customer requirements, or other requirements do not bind Seller unless Seller expressly accepts them in a written COA addendum, Sales Confirmation, or written agreement satisfying Section 2. Seller's receipt of Buyer specifications, completion of Buyer forms, or sale of Goods to Buyer does not constitute acceptance of Buyer specifications.

Buyer shall provide Seller with any updates to Buyer's internal specifications or requirements before Seller accepts the applicable order. If Buyer does not provide updated specifications or requirements before Seller accepts an order, Seller may rely on previously approved or provided specifications, Seller's COA/Specification Documents, and the manufacturer's specifications and methods. Updated Buyer specifications shall not apply retroactively and shall not apply to pending or confirmed orders unless Seller expressly agrees in writing.

12. Pre-Shipment COA Approval.

If Buyer requires COA approval before shipment, Buyer must notify Seller before Seller accepts the order, and the Sales Confirmation or other written confirmation from Seller must state that pre-shipment COA approval is required.

If pre-shipment COA approval is required, Seller may email the COA or other COA/Specification Documents to Buyer's designated contact or any Buyer employee or representative involved in the order or approval process. Buyer shall review and approve or reject the COA in writing within one (1) Business Day after Seller sends it. "Business Day" means a day on which banks are generally open for business in Raleigh, North Carolina.

Buyer's written approval of a COA by any Buyer employee, representative, quality contact, purchasing contact, regulatory contact, or other person involved in the order or approval process is binding on Buyer and constitutes Buyer's agreement that the Goods and COA/Specification Documents satisfy Buyer's requirements for shipment.

If Buyer does not reject the COA in writing within one (1) Business Day and identify the specific basis for rejection, the COA shall be deemed approved, and Seller may proceed with shipment. Any delay caused by Buyer's failure to timely approve or reject a COA shall not excuse Buyer's payment obligations, permit cancellation, or create liability for Seller.

13. Buyer Inspection; Missing or Damaged Shipments.

Buyer shall inspect all Goods, packaging, and shipping documents promptly upon receipt and before any use, processing, blending, manufacturing, packaging, relabeling, resale, shipment, or release of the Goods.

If any Goods listed on a packing slip are missing or visibly damaged at delivery, Buyer shall note all missing or damaged items on the applicable carrier documents and notify Seller in writing within one (1) Business Day after delivery. If Buyer does not provide timely written notice, the Goods shall be deemed delivered in good order and accepted with respect to visible damage, shortage, and delivery condition.

Buyer shall preserve all Goods, packaging, labels, seals, pallets, shipping containers, and related evidence for Seller's inspection. Buyer's failure to preserve such evidence may result in denial of any claim.

14. Nonconforming Goods; Testing Requirements.

Buyer will be deemed to have accepted the Goods unless Buyer notifies Seller in writing of Nonconforming Goods within thirty (30) days after the invoice date and before Buyer uses, processes, blends, manufactures with, packages, relabels, resells, ships, releases, or otherwise disposes of the Goods. "Nonconforming Goods" means only Goods that, at the time risk of loss transferred to Buyer: (a) do not conform to the material specifications stated in Seller-provided COA/Specification Documents; or (b) are materially mislabeled by Seller as to product identity.

No claim for Nonconforming Goods will be accepted unless Buyer provides written evidence reasonably required by Seller, including a valid third-party test report showing that the Goods are out of specification under the manufacturer's specification and the manufacturer's stated or applicable method of analysis ("MOA"). Buyer shall ensure that all testing follows the manufacturer's MOA exactly, including sample preparation, handling, storage, chain of custody, timing, analytical method, environmental controls, and other method requirements.

If the manufacturer's MOA, COA/Specification Documents, or known characteristics of the Goods require a particular testing method or handling protocol, Buyer shall use that method or protocol. Testing performed by a method that differs from the manufacturer's MOA, testing based on an unsuitable method, testing performed after improper sample handling or storage, or testing that fails to account for known analytical interferences shall not establish that Goods are Nonconforming Goods.

Buyer is responsible for all testing costs. Seller is not obligated to perform additional testing, provide third-party test results, or pay for Buyer's testing unless Seller expressly agrees in writing. Seller may, but is not required to, submit Goods or retains to a third-party laboratory of Seller's choice to verify any alleged nonconformity.

Certain minerals, chelates, complexes, reacted materials, botanical materials, vitamins, carotenoids, and other ingredients may require specific methods of analysis and may produce inconsistent results if tested by different methods, under different sample preparation protocols, or under improper storage or handling conditions. Seller does not warrant that any mineral, chelate, complex, or reacted material has a "full reaction" or any particular degree of reaction, chelation, complexation, or bonding unless such requirement is expressly stated in Seller's Sales Confirmation and COA/Specification Documents and can be verified using the manufacturer's MOA.

15. Exclusive Remedies for Nonconforming Goods.

If Buyer timely notifies Seller of Nonconforming Goods and strictly complies with these Terms, Seller shall, in Seller's sole discretion, either: (a) replace the Nonconforming Goods; (b) credit or refund the purchase price actually paid for the Nonconforming Goods; or (c) provide another commercially reasonable remedy determined by Seller.

Buyer shall ship alleged Nonconforming Goods to the facility designated by Seller at Buyer's expense and risk of loss unless Seller agrees otherwise in writing. If Seller replaces Nonconforming Goods, replacement Goods shall be shipped at Buyer's expense and risk of loss unless Seller agrees otherwise in writing.

The remedies in this Section are Buyer's sole and exclusive remedies for Nonconforming Goods, failed specifications, alleged quality issues, alleged documentation issues, or any other claim relating to the identity, quality, composition, documentation, condition, or performance of the Goods.

16. Returns; RMA; Restocking Fees.

Except as expressly provided in Section 15, all sales are one-way and final. Buyer has no right to return Goods without Seller's prior written approval and issuance of an official return material authorization ("RMA"). Seller may approve or deny any return request in Seller's sole discretion.

If Seller issues an RMA, Buyer shall comply with all RMA instructions. Buyer shall return Goods in good condition, unopened, correctly packaged, and in the same condition as delivered, unless Seller's RMA expressly states otherwise. Buyer is responsible for all return freight, insurance, risk of loss, packaging, palletizing, handling, repackaging, inspection, testing, disposal, and other return-related costs unless Seller agrees otherwise in writing.

If Buyer fails to follow RMA instructions, improperly packages or palletizes Goods, damages Goods, opens packages, partially uses Goods, applies stickers or stamps, fails to remove Buyer stickers or stamps, or otherwise causes Goods to be unusable or less marketable, Seller may reject the return or deduct from any credit all costs incurred by Seller or its contractors to inspect, test, repackage, relabel, restock, dispose of, or otherwise address the Goods.

If Seller permits a return without cause, including because Buyer ordered the wrong material, ordered excess material, changed its requirements, or made an internal purchasing error, Seller may charge a restocking fee equal to twenty-five percent (25%) of the purchase price of the returned Goods, in addition to all freight, handling, testing, repackaging, disposal, and other costs.

17. Buyer Testing Before Production; Finished Goods; Production Risk.

Buyer is solely responsible for inspecting, testing, and releasing all raw materials, including Goods and any raw materials blended with or incorporated into Goods, before using them in production, blending, manufacturing, packaging, relabeling, resale, shipment, or release.

Seller is not responsible for finished goods, in-process goods, blends, formulations, labels, label claims, packaging, production losses, line downtime, failed batches, rework, destruction, disposal, recalls, withdrawals, market actions, customer claims or chargebacks (whether asserted by Buyer, Buyer's customers, Seller's customers, end users, consumers, distributors, retailers, employees, or any other downstream or third-party claimant), foreign material screening, machinery damage, employee injury, consumer injury, or any other losses arising from Buyer's use of Goods in production or finished goods.

Buyer assumes all risk of using Goods before, in lieu of, or after testing and release, including where Buyer tests the Goods, receives failing, questionable, adverse, or out-of-specification results, and nevertheless overrides, disregards, waives, or proceeds despite those results. Seller is not responsible for any Goods that are placed into production, blended, incorporated into finished goods, relabeled, repackaged, shipped, sold, or otherwise used before Buyer completes its own due diligence, inspection, testing, and release process or after Buyer receives testing or other information indicating that the Goods should not be used or released.

Seller is not responsible for any loss or damage resulting from Buyer's formulation, processing, manufacturing, storage, handling, packaging, labeling, claims, failure to screen for foreign material, failure to determine suitability for Buyer's intended use, or failure to comply with applicable law.

18. End-Use Restrictions; Buyer Due Diligence.

The Goods are sold only for further processing by qualified commercial purchasers and are not sold for direct resale to the public, consumer use, or use as finished consumer products.

Buyer is solely responsible for determining whether the Goods are lawful, safe, suitable, properly labeled, and appropriate for Buyer's intended use, formulation, product category, market, jurisdiction, customer, and finished product. Buyer's responsibilities include determining whether the Goods may lawfully be used in foods, beverages, dietary supplements, cosmetics, topical products, drugs, active pharmaceutical ingredients, compounded products, injectables, sterile products, medical products, animal products, or any other regulated category.

Unless Seller expressly agrees otherwise in a Sales Confirmation signed or issued by Seller, the Goods may be used only for lawful food, beverage, dietary supplement, or cosmetic applications for which Buyer has independently determined the Goods are suitable. Certain Goods may be restricted to one or more specific uses or may be unsuitable or unlawful for use in certain product categories even if other Goods sold by Seller may be suitable for those categories.

Buyer shall not use the Goods in pharmaceuticals, drugs, active pharmaceutical ingredients, compounded products, injectables, sterile products, or other restricted or prohibited applications unless Seller expressly agrees in writing and Buyer independently confirms that such use complies with all applicable laws.

Seller is not responsible for Buyer's misuse of Goods, Buyer's failure to perform end-use due diligence, or Buyer's use of Goods in a product category, formulation, jurisdiction, or market for which the Goods are not lawful, suitable, or appropriate.

19. Finished Product Labels, Claims, and Regulatory Responsibility.

Buyer is solely responsible for all finished product labels, packaging, labeling, claims, marketing, advertising, substantiation, directions, warnings, allergen statements, ingredient statements, nutrition or supplement facts panels, regulatory classifications, and regulatory filings or notifications relating to Buyer's products.

Seller does not provide legal, regulatory, labelling, claims, medical, formulation, finished product, or compliance advice. Any information provided by Seller or Seller's employees relating to a manufacturer, factory, COA, specification, ingredient, origin, processing, testing, or product characteristic is provided for informational purposes only and is not a warranty, approval, recommendation, or confirmation that Buyer's finished product, label, claim, formulation, or intended use is lawful, compliant, substantiated, safe, or appropriate.

Buyer shall not represent that Seller reviewed, approved, advised on, or substantiated Buyer's finished product labels, claims, advertising, marketing, formulations, or regulatory positions unless Seller expressly agrees in a writing signed in accordance with Section 2.

20. Recalls; Market Actions.

Buyer is solely responsible for any recall, withdrawal, stock recovery, market action, customer notification, regulatory notification, product correction, or similar action involving Buyer's products or any finished goods containing, incorporating, attached to, packaged with, blended with, or derived from the Goods, and Seller shall have no responsibility or liability for any such recall, withdrawal, stock recovery, market action, notification, correction, or similar action.

Seller shall have no liability for any recall or market action arising from Buyer's formulation, manufacturing, processing, storage, handling, packaging, labeling, claims, distribution, customer requirements, end-use decision, failure to test, failure to screen for foreign material, failure to comply with applicable law, or combination of the Goods with other materials.

For avoidance of doubt, Seller is not responsible for recall costs, market action costs, customer credits, customer refunds, customer chargebacks, end-user claims, finished goods losses, production losses, or related costs. Any claim that Goods were Nonconforming Goods remains subject solely to the inspection, rejection, exclusive remedy, warranty disclaimer, and limitation of liability provisions of these Terms and does not create a separate right to recover recall or market-action costs.

21. Manufacturer and Third-Party Documents; Buyer Forms.

Documents or forms delivered to Buyer with respect to the Goods that are created by a manufacturer, supplier, laboratory, carrier, customs broker, or other third party, or that are filled out by Seller at Buyer's request, are provided for informational purposes only and are not part of this Agreement unless Seller expressly states otherwise in writing.

Seller is not responsible for errors, omissions, inaccuracies, statements, warranties, representations, or information in manufacturer documents, third-party documents, Buyer forms, vendor forms, quality forms, portals, or similar materials. Seller makes no express or implied warranties in or through such documents or forms.

Buyer acknowledges that Goods may be sold with manufacturer documentation and that manufacturer documentation should be used as the primary source of manufacturer-provided information regarding the Goods.

22. Compliance with Law.

Buyer shall comply with all applicable federal, state, local, and foreign laws, rules, regulations, ordinances, and industry requirements relating to Buyer's purchase, storage, handling, transportation, testing, use, processing, formulation, manufacturing, labeling, marketing, sale, export, import, and distribution of the Goods and Buyer's finished products.

Buyer shall obtain and maintain all licenses, registrations, permits, approvals, authorizations, and consents required for Buyer's business, facilities, products, labels, claims, intended uses, and markets.

23. Goods Sold "As Is"; Limited Express Warranty; Disclaimer.

Subject to Buyer's strict compliance with Sections 13 through 16, Seller warrants only that, for a period ending thirty (30) days after the invoice date, the Goods sold to Buyer will materially conform to Seller-provided COA/Specification Documents when tested in accordance with the manufacturer's MOA. This limited express warranty does not apply to Goods after they are used, processed, blended, manufactured, packaged, re-labelled, resold, shipped, released, altered, opened, improperly stored, improperly handled, or otherwise changed by or on behalf of Buyer.

EXCEPT FOR THE LIMITED EXPRESS WARRANTY IN THIS SECTION, THE GOODS ARE SOLD "AS IS," "WHERE IS," AND "WITH ALL FAULTS." SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, SUITABILITY FOR BUYER'S INTENDED USE, SUITABILITY FOR ANY FINISHED PRODUCT, OR COMPLIANCE WITH BUYER'S CUSTOMER REQUIREMENTS.

Buyer is solely responsible for patent, intellectual property, freedom-to-operate, regulatory, end-use, labeling, claims, and market due diligence with respect to the Goods and Buyer's products. Seller does not warrant that Buyer's use, possession, sale, or distribution of the Goods or Buyer's products will not infringe or misappropriate any third-party patent or other intellectual property rights.

24. Limitation of Liability.

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR SIMILAR DAMAGES, LOST PROFITS, LOST REVENUES, LOST BUSINESS, DIMINUTION IN VALUE, PRODUCTION LOSSES, LINE DOWNTIME, COVER COSTS, RECALL COSTS, MARKET WITHDRAWAL COSTS, CUSTOMER CHARGEBACKS, CUSTOMER CLAIMS, FINISHED GOODS LOSSES, OR DAMAGE TO GOODWILL OR REPUTATION, WHETHER ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, STATUTE, EQUITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE GOODS, ANY SALES CONFIRMATION, ANY INVOICE, OR ANY RELATED DOCUMENTATION EXCEED THE AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

The limitations in this Section are a material basis of the bargain and apply notwithstanding any allegation that Seller breached these Terms or any Sales Confirmation.

25. Buyer Indemnification.

Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, successors, assigns, officers, directors, members, managers, employees, representatives, agents, suppliers, manufacturers, and customers (collectively, "Indemnitees") from and against all losses, injuries, deaths, damages, liabilities, claims, demands, actions, proceedings, judgments, settlements, penalties, fines, costs, and expenses, including attorneys' fees, expert fees, professional fees, investigation costs, recall costs, market action costs, enforcement costs, and the cost of pursuing insurance or indemnity (collectively, "Losses"), arising out of or relating to: (a) Buyer's purchase, use, storage, handling, transportation, testing, formulation, manufacturing, processing, packaging, labeling, marketing, distribution, sale, export, import, or disposal of the Goods or any product containing, incorporating, attached to, packaged with, blended with, or derived from the Goods; (b) Buyer's finished products, labels, label claims, advertising, marketing, directions, warnings, substantiation, regulatory classification, or regulatory compliance; (c) Buyer's failure to inspect, test, release, screen, store, handle, or use the Goods properly; (d) Buyer's specifications, requirements, instructions, forms, or Buyer Documents; (e) Buyer's breach or alleged breach of this Agreement; (f) Buyer's negligence, willful misconduct, or violation of law; (g) any recall, withdrawal, market action, customer claim, consumer claim, employee injury, machinery damage, finished goods loss, or production loss involving Buyer's products or operations; or (h) Buyer's misuse of the Goods or use of the Goods in any unlawful, unsuitable, restricted, or prohibited application.

Buyer's indemnification obligation applies to claims alleging that Seller or any Indemnitee is wholly or partially responsible, except to the extent a final, non-appealable determination establishes that the applicable Losses were caused solely by Seller's gross negligence or willful misconduct. Buyer shall not settle any claim in a manner that imposes any obligation, admission, restriction, payment, or liability on Seller or any Indemnitee without Seller's prior written consent.

26. Confidential Information.

All non-public, confidential, or proprietary information of Seller, including specifications, samples, supplier information, manufacturer information, pricing, discounts, rebates, customer information, formulations, business operations, documents, data, processes, and communications, whether disclosed orally, visually, electronically, or in writing and whether or not marked confidential, is Seller's confidential information. Buyer shall use such information solely to perform this Agreement and shall not disclose or copy it without Seller's prior written consent.

Upon Seller's request, Buyer shall promptly return or destroy Seller's confidential information. Seller shall be entitled to injunctive relief for any violation of this Section, in addition to all other rights and remedies.

27. Termination; Suspension.

Seller may terminate any Sales Confirmation or order, suspend performance, suspend shipment, revoke credit, or reject additional orders immediately upon written notice if Buyer: (a) fails to pay any amount when due; (b) breaches these Terms; (c) fails to provide adequate payment assurance; (d) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or becomes subject to receivership or similar proceedings; (e) fails to timely approve COAs, provide shipment instructions, or accept delivery; or (f) otherwise creates a material credit, legal, regulatory, quality, or commercial risk to Seller.

Termination or suspension does not affect Buyer's obligation to pay for Goods already ordered, shipped, made available, reserved, procured, imported, manufactured, or otherwise committed for Buyer.

28. Force Majeure.

Seller shall not be liable or responsible to Buyer, nor deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Seller's reasonable control, including acts of God, flood, fire, earthquake, explosion, epidemic, pandemic, public health emergency, governmental actions, import or export restrictions, customs delays, war, invasion, hostilities, terrorist threats or acts, riot, civil unrest, national emergency, labor disputes, restraints or delays affecting carriers, freight or logistics disruption, shortage or delay in obtaining supplies, raw materials, ingredients, packaging, utilities, labor, manufacturing capacity, or suitable materials, cyberattack, telecommunications breakdown, power outage, or supplier failure.

Seller's performance shall be excused during the period of the force majeure event and for a reasonable period thereafter. Seller may allocate available inventory, supply, or production among customers in any manner Seller deems reasonable. Buyer shall not cancel any order, withhold payment, or assert any claim against Seller based on a force majeure event or delay caused by a force majeure event.

29. Dispute Resolution; Arbitration; Governing Law.

These Terms, each Sales Confirmation, and all matters arising out of or relating to the Goods, this Agreement, or the relationship between Seller and Buyer shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without giving effect to any choice or conflict of law rule that would cause the application of the laws of any jurisdiction other than North Carolina. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Except for the court proceedings expressly permitted below, any dispute, claim, or controversy arising out of or relating to these Terms, any Sales Confirmation, the Goods, any invoice, any Buyer Document, any COA/Specification Document, or the relationship between Seller and Buyer shall be resolved by binding arbitration administered by the American Arbitration Association in or around Raleigh, North Carolina. The arbitration shall be conducted in English before one arbitrator. The arbitrator shall have authority to award all remedies available under these Terms, subject to the limitations and exclusions in these Terms.

Unless the arbitrator determines that an in-person hearing is necessary, the Parties agree that the arbitration may proceed under expedited or desk/documentary procedures based on written submissions and documentary evidence. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, Seller may bring an action in any state or federal court located in Wake County, North Carolina, or any other court of competent jurisdiction, for: (a) temporary, preliminary, or permanent injunctive relief; (b) collection of unpaid amounts; (c) enforcement of Seller's confidentiality rights; (d) enforcement of an arbitration award; (e) repossession, attachment, or similar provisional remedies; or (f) any claim that may not lawfully be compelled to arbitration. Buyer irrevocably submits to such courts and waives any objection to jurisdiction, venue, or forum non conveniens.

The prevailing Party in any arbitration, court proceeding, or collection action shall be entitled to recover its reasonable attorneys' fees, expert fees, arbitration fees, court costs, and other costs of enforcement, subject to any contrary determination by the arbitrator or court.

30. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms shall be in writing and addressed to the Parties at the addresses set forth in the applicable Sales Confirmation or invoice, or to such other address as a Party may designate in writing. Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or email with confirmation of transmission. Notices are effective upon receipt if delivered in accordance with this Section.

31. Assignment.

Buyer shall not assign any rights or delegate any obligations under this Agreement without Seller's prior written consent. Any purported assignment or delegation in violation of this Section is null and void. Seller may assign or delegate this Agreement, any Sales Confirmation, or any right to payment to an affiliate, successor, purchaser of assets, lender, insurer, or collection agent.

32. No Waiver; Severability; Cumulative Remedies.

No waiver by Seller is effective unless expressly stated in a writing signed by Seller. No failure or delay by Seller in exercising any right, remedy, power, or privilege operates as a waiver. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law. Seller's rights and remedies are cumulative and are in addition to all other rights and remedies available at law, in equity, under these Terms, or otherwise.

33. Relationship of the Parties; No Third-Party Beneficiaries.

The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, fiduciary, franchise, or exclusive relationship. Buyer has no authority to bind Seller. Except for Seller's Indemnitees, this Agreement is for the sole benefit of Seller and Buyer and their permitted successors and assigns and does not confer any right, benefit, or remedy on any other person or entity.

34. Survival.

Any provision that by its nature should survive expiration, cancellation, or termination shall survive, including provisions relating to payment, credit, taxes, inspection, testing, returns, warranties and disclaimers, limitation of liability, indemnification, confidentiality, dispute resolution, governing law, and remedies.