THESE TERMS & CONDITIONS APPLY TO EACH AND EVERY ORDER PLACED BY TERAPAQ WITH YOUR COMPANY (“SUPPLIER”), EVEN IF THESE TERMS & CONDITIONS ARE NOT ATTACHED TO A PARTICULAR PURCHASE ORDER SUBMITTED BY TERAPAQ. FURTHER, TO THE EXTENT SUPPLIER AT ANY TIME SENDS OR DELIVERS ANY DOCUMENTS TO TERAPAQ CONTAINING TERMS OR CONDITIONS DIFFERENT FROM THOSE SET FORTH IN THIS DOCUMENT, THEY SHALL NOT APPLY, REGARDLESS OF THE ORDER OR SEQUENCING OF THE SUBMISSION OR EXCHANGE OF CONTRACT DOCUMENTS; INSTEAD, BY FILLING THE ORDER SUBMITTED BY TERAPAQ, AND SHIPPING THE FINISHED PACKAGED PRODUCT (COLLECTIVELY “PRODUCT ,” WHICH INCLUDES THE PACKAGING AS WELL AS CONTENTS) SHALL BE DEEMED SUPPLIER’S ACCEPTANCE OF THESE TERMS & CONDITIONS.

Section 1. Design and Specifications. Terapaq shall be responsible to provide the product mix/formula, as well as packaging design and specifications (collectively the “Specifications”) to Supplier for all Product to be manufactured, processed, packaged, and shipped. 

Unless Supplier objects in writing within forty-eight (48) hours to any Purchase Order submitted by Terapaq, then Supplier shall be deemed to have reviewed, understood and accepted the parameters of that Purchase Order (product type, quantity, packaging and any other details provided in that Purchase Order), and confirmed that it has the equipment, personnel, raw materials and overall business capability to timely and correctly Fill each Order submitted. 

Section 2. Supplier’s Duties and Obligations – Supplier shall be responsible to meet and comply with all Specifications applicable to each Purchase Order, particularly in manufacturing, processing, assembling, labeling, packaging, and shipping Product, and it shall do so in a good and workmanlike manner, and consistent with the highest industry norms and standards. Supplier is responsible to utilize on the materials specifically ordered by Terapaq for each order, unless written consent is given and orders are changed and agreed by both parties. No supplier can hold Terapaq accountable to pay for orders which are produced inconsistently with the materials ordered by Terapaq. Further, Supplier understands and acknowledges the importance of properly meeting all Specifications for the Products, including proper design, labeling and production, and the possible adverse financial and other consequences to Terapaq and to its customers resulting from any failure to comply. Recurring negligence or excessive failures by supplier to produce and deliver product to Terapaq within industry standards may result in customer loss. In which case the supplier may be held financially liable for lost future revenues, profits, costs associated with the onboarding of Terapaq customers. Supplier can also be held liable for damage to the reputation of Terapaq.  Supplier shall only produce materials specified according to any drawings, blueprints, art files or other documents provided to correctly manufacture product for Terapaq. Terapaq can not be held liable for cost of incorrectly produced materials.  

Section 3.  Timing for Production – Supplier acknowledges and understands the importance to Terapaq of the timely fulfillment of each Order submitted by Terapaq, and delivery to Terapaq’s customers. As such, Supplier acknowledges and agrees that the Product under each Purchase Order submitted by Terapaq will be shipped no later than the time period specified on that Purchase Order, unless, within forty-eight (48) hours of receipt of a Purchase Order, Supplier provides written notification to Terapaq that it will not be able to timely fill and ship the Order within the stated time period. Supplier further acknowledges that time is of the essence to this Agreement. 

Section 4. Term and Procedure for Termination – Given that each party has made certain financial and scheduling commitments based on the expectation of having a continued relationship with the other party, it is acknowledged and agreed, that except in the event of a breach or default of these Terms and 2 Conditions by either party, neither shall terminate the parties’ business relationship, without at least providing the other party with sixty (60) days written notice of an intent to no longer transact business. 

Section 5. Packing and Shipping – Unless otherwise specified by Terapaq, all Product to be shipped by Supplier shall be properly packed and shipped, and such packing, loading, handling and transporting of the product shall comply in all respects with all applicable laws, regulations, rules, standards and orders of all lawful authorities having jurisdiction. All damages, losses, costs, fines, penalties and expenses resulting to Terapaq from any failure to comply with these Terms and Conditions will be Supplier’s responsibility, and will be charged to and payable and reimbursable by Supplier. Supplier shall provide to Terapaq by e-mail, a detailed packing list to accompany all shipments, shipping notices, bills of lading, and invoicing in order to confirm timely shipment and delivery of Product in accordance with these Terms & Conditions. 

Section 6. Non-Circumvention – Supplier agrees that it will not take any steps, action or engage in any communications which are intended to, or which would have the effect of, circumventing, interfering with, disrupting, or affecting in any way Terapaq’s business relationships with its customers. 

Section 7.  Title and Risk of Loss To Product – Title and risk of loss to all Product shall remain with Supplier until delivery to a carrier at Supplier’s place of shipment, F.O.B. Shipper’s facility. 

Section 8.  Non-Conforming Product – Any and all Product deemed nonconforming by the recipient shall be subject to return to Supplier, at the option of Terapaq and/or Terapaq’s customer, all charges and expenses of shipment to be solely at Supplier’s cost and expense. Further, Supplier shall promptly replace within a timeframe of no more than 10 business days , at its cost and expense, all non-conforming Product, designed to minimize the impact on Terapaq and on Terapaq’s customers, in conformity with all of the Specifications and other provisions of these Terms & Conditions. In instances where Terapaq must perform rework, work to, or modifications to non-conforming product provided by Supplier, Terapaq will charge or invoice supplier for any and all associated fees and costs of rework or extra work performed by Terapaq, this may also include administrative fees. Supplier will be held liable for cost of  removal and or storage of non-conforming products.  

Section 9.  Confidentiality – “Confidential Information” is defined as all of the Products, and all related formulae, formulations, ingredients, research, designs, samples, equipment, manufacturing methods and processes, computer programs, techniques, strategies, methods of distribution, capabilities, systems, technology, specifications, customers, marketing and sales information, business plans, financial data, the terms of these Terms & Conditions, customer data, employees and/or any other matters, particularly relating to the Products and the Specifications, which may be disclosed by Terapaq to Supplier in connection with the parties’ business dealings and relationship, and in particular, Supplier filling Terapaq’s Purchase Orders. 

Supplier agrees to treat all Confidential Information in the strictest confidence, in a manner designed and adequate to protect Terapaq’s rights therein. Supplier shall not disclose any of Terapaq’s Confidential Information to any other person or entity, nor will it use any such Confidential Information for any purpose other than its business dealings with Terapaq. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is publicly available to Supplier prior to disclosure by Terapaq or its customer, (ii) became publicly available after disclosure through no fault of Supplier, (iii) was known to 3 Supplier prior to disclosure by Terapaq, (iv) was rightfully acquired by Supplier after disclosure by Terapaq from a third party who was lawfully in possession of the information, and was under no legal duty to Terapaq to maintain its confidentiality, and/or (v) Supplier can demonstrate to have independently developed by means other than filling Terapaq’s Purchase Orders and complying with these Terms & Conditions. 

Confidential Information shall be disclosed only to Supplier’s employees, or agents having a need to know such information in order to carry out Supplier’s duties and responsibilities hereunder, and only then to employees/agents who have been advised that such information is confidential and p roprietary, and who have agreed to accept the provisions of confidentiality and non-use as set forth herein. 

Section 10.  Intellectual Property Rights – All inventions, discoveries and improvements with respect to any aspect of the Product, including but not limited to trade secrets, patents, copyrights, trademarks, trade dress, and all other proprietary rights in whatever form, whether arising from or related to Supplier’s performance of work for Terapaq and/or Terapaq’s customers or otherwise (collectively “Intellectual Property”) are and shall at all times be deemed the sole and exclusive property of Terapaq and/or its customers and shall not be deemed “work for hire”. Further, Supplier waives all right, title and interest in or to any such Intellectual Property, and it hereby assigns, transfers, grants and conveys all such right, title and interest to Terapaq. Provided further, Supplier agrees to execute all applications, assignments and other papers relating to the Intellectual Property, which Terapaq believes are or may be necessary to apply for or to obtain any documented proprietary rights (including but not limited to patents, copyrights, trademarks, trade names, etc.) in any country or jurisdiction, and/or to otherwise protect the interest of Terapaq and/or its customers in the Intellectual Property. 

Section 11.  Contract Documentation and Administration – The parties recognize that during the term of doing business together, documents may be exchanged between them to implement or administer provisions of their understandings and agreements; these may include purchase orders, letters, emails, Invoices, and other routine documents (collectively “Forms”). The parties nonetheless agree these Terms & Conditions shall at all times apply, govern and prevail in the event of any conflict between these Terms & Conditions and any printed, typed, or handwritten provisions of any other such Forms, purporting or attempting to add to, vary, modify or in any way change any of the provisions of these Terms & Conditions. As stated previously, these Terms & Conditions shall be the exclusive terms applicable to the parties’ business dealings and relationship, and shall not and may not be varied by any other such Forms, and shall constitute the entire agreement between the parties. ANY ACTUAL OR ATTEMPTED MODIFICATION OF THE TERMS HEREUNDER SHALL BE NULL AND VOID AND SHALL BE DEEMED NOT ACCEPTED BY TERAPAQ. 

Section 12.  Governing Laws; Jurisdiction and Venue – The interpretation and application of the Terms & Conditions between the parties, as well as all business dealings entered into or involving Terapaq and Supplier in any respect, shall under all circumstances be governed, construed and interpreted under and in 4 accordance with the substantive laws of the Commonwealth of Pennsylvania, excluding any conflicts-of-laws principles or rules. Provided further, jurisdiction and venue over any and all disputes arising out of, relating to or connected with any Purchase Order submitted by Terapaq, these Terms & Conditions, and/or any aspect of the parties’ business dealings, contracts, disputes and/or disagreements, shall be vested solely in the Lehigh County Court of Common Pleas, Allentown, PA (unless federal subject matter jurisdiction and venue can be satisfied, in which event either party may opt to file suit in, or remove any suit to, the United States District Court for the Eastern District of Pennsylvania , which shall then have sole and exclusive jurisdiction. 

Section 13.  Assignment – The rights and obligations of the parties arising from or relating to their business dealings MAY NOT be transferred or assigned by either party without the express prior written consent of the other party. 

Section 14.  Miscellaneous Provisions. (a) Descriptive Headings. The descriptive headings in these Terms & Conditions are for convenience of reference only and in no way affect those Terms & Conditions. 

(b) Entire Agreement; Merger Clause; No Oral Modifications. These Terms & Conditions constitute the full complete, and exclusive agreement of the parties hereto, and supersede any prior understandings or written or oral agreements between the parties in connection with this subject matter, including any and all previous versions of this document. These Terms & Conditions may not be modified except by a writing and signed by all parties hereto, and each party agrees that it will not, and hereby expressly waives the right, to ever offer evidence, argue or contend that the other party has waived this requirement of a signed writing to effect any such modification or change. 

(c) Legal Construction. In case any one or more of the provisions contained in these Terms & Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof and these Terms & Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein.