Valimenta Labs Terms and Conditions of Sale and Manufacturing Agreement rev. 12/2025
1. GENERAL: (a) This contract contains the entire agreement between the parties unless a signed agreement is in place and will be added to any
NDA agreement or addendum in place. This agreement supersedes any prior or contemporaneous oral or written agreements or communications
between them relating to the subject matter hereof. (b) This contract shall not be assigned, modified, or cancelled by Buyer without the explicit consent
of Valimenta Labs (“Seller”), and any attempt by Buyer to assign, modify or cancel it without Valimenta’s countersignature shall be absolutely void. (c)
Buyer understands and agrees that these terms and conditions shall apply to all orders placed at any time by buyer. Buyer understands and agrees
these conditions and covenants apply and shall remain in effect from the time the order was first delivered to Buyer and shall remain in effect for three
years and no less than one year following Buyer’s last order, payment, product sample, and/or development project. Buyer agrees that development
projects and custom products are provided as a service and therefore not protected by the Colorado Uniform Commercial Code. Buyer takes
responsibility for products developed using components or manufacturing action outside of the Seller’s control. (d) All marketing materials provided by
the Seller, including branding and trademarks, may only be used to promote products manufactured by the Seller; this includes sample size product.
(e) Invoices issued by the Seller or any sale do not constitute any transfer, in whole or in part, of any intellectual property. Buyer agrees to not take
any steps nor provide any information to any party to reverse engineer any product, sample, or good supplied, provided, or manufactured by Valimenta
Labs or associates. Buyer agrees not to circumvent Valimenta Labs by purchasing similar products from another manufacturer that were made,
samples or specifications were provided, to Buyer or were developed for Buyer (f) The buyer represents that all marketing, sales, web, label or other
literature provided to its customers, potential customers, or the public will adhere to all FDA and FTC regulations, is responsible for all claims, makes
no prohibited claims and does not infringe on copyright. (g) Buyer affirms that Buyer is not encumbered by any obligations that prevents Buyer from
purchasing goods or services from Valimenta Labs, (h) The Buyer understands that regulations vary by region and is responsible for ensuring that the
product complies with all regulations, except for compliance with the applicable regulations in the territory of the United States of America, for which
the responsibility of ensuring compliance with this regulation shall be that of Valimenta Labs until the product ownership is transferred to the buyer. (j)
The certificate of analysis testing is the full representation of the product’s performance and composition; any other representations made are a best
estimate but are not guaranteed. (k)To the fullest extent permitted by law, neither Party shall, in any public forum, criticize, ridicule, or disparage or make
any negative statements about the other Party. (l) ERRORS: Stenographic and clerical errors are subject to correction.
2. CHANGES AND CANCELLATION: Orders accepted by the Seller are not subject to changes or cancellation by the Buyer, except with the Seller’s
written and signed consent. If the sale covers product that must be manufactured especially for Buyer and such written and signed change or
cancellation is made, Buyer shall take all completed goods at full price and all goods in process at cost plus pro-rata profit and Buyer shall reimburse
Seller for any loss on materials purchased or on contract for completion of the order. This includes, but is not limited to, all blanket orders, even those
without firm release dates scheduled.
3. TITLE, RISK OF LOSS, PRICES: Terms of delivery are F.O.B. point of shipment (ICC INCOTERMS 1990). Risk of loss and title shall pass to Buyer
upon delivery of product to the carrier. Unless specifically otherwise set forth, prices do not include the cost of freight or handling, or costs or charges
for insurance or any production, supply chain disruptions, sales, use, transfer, transportation, excise or other tax, tariffs, or custom duties, and Buyer
shall pay directly or be charged by Seller for all such costs and/or charges in addition to the price(s) of the product supplied hereunder and Buyer shall
be obligated to pay such charges and costs on the same terms as apply to payment of the price(s) hereunder.
4. DELIVERIES: Seller is not responsible for delays in delivery or non-performance resulting from causes beyond Seller’s reasonable control. Seller’s
time for delivery shall be extended by the time required to eliminate such cause for delay. IN NO EVENT SHALL SELLER BE LIABLE FOR
INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF A DELAY OR FAILURE TO DELIVER, INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFIT OR REVENUES. Unless otherwise specifically expressed, partial shipments shall be deemed acceptable. Unless
otherwise specifically expressed, no additional insurance, beyond carrier standard will be extended on shipments. Any quality issues must be reported
within 30 days after delivery for any consideration.
5. TERMS OF PAYMENT: Terms of payment will be specified on all invoices. Seller reserves the right to charge interest on any unpaid balance at a
rate of up to 1.5% per month (or the highest rate permitted by applicable laws, if lower) from the due date.
6. REMEDIES: If Buyer fails to pay when due any amount on any invoice issued in connection with an order, fails to pay when due any amount owing
to Seller under any other contract or instrument, is in breach of any of Buyer’s obligations to Seller under this or any other contract, or if the financial
or business condition or responsibility of the Buyer shall become impaired or unsatisfactory to Seller, Seller reserves the right, at Seller’s option, to
cancel the order without liability to Buyer, suspend work on the order and/or future orders and/or cancel all Seller obligations to Buyer in this or any
other contract or instrument and/or withhold delivery of all or part of the product subject hereto, in all cases without prejudice to any other legal or equitable
remedy, until past due payments are made and satisfactory assurance of payment received. Buyer agrees to pay Seller the cost of collection of overdue
invoices and any costs arising with from a dispute with Buyer, including, without limitation, attorneys’ fees. Seller retains a security interest in all goods
delivered under this order to secure payment of amounts due in respect thereof and ensure compliance with this agreement. Seller shall, in addition to
the rights and remedies herein set forth, be entitled to all rights and remedies provided for in the Uniform Commercial Code and other applicable law as
from time to time amended, and at equity.
7. RETURNS/REPAIRS: No return of product shall be accepted by Seller without a return authorization number (RA#), which shall be issued at Seller’s
sole discretion. Product returned without authorization may be subject to delay in handling or returned to Buyer, at Buyer’s expense. Seller shall not
be responsible for material returned unless returned with a valid return authorization number. Buyer accepts full responsibility for product provided by
the Seller in bulk with further processing required once Buyer or a third party processes or handles the material. All items returned must be packaged
with at least the equivalent of the original packing method and material. Seller reserves the right to issue credit for defective materials where availability
makes replacement impractical. All products sold to Buyer from Seller are required to be stored by Buyer, upon acceptance of ownership, at a stable
temperature below 70 F and at a stable humidity level of 25% or below. All product found not defective shall be returned to the Buyer, transportation
charges collect. Seller cannot accept billing for packing, inspection or labor charges in connection with any return.
8. GOVERNING LAWS: (a) Any legal proceeding instituted to interpret or enforce the Terms and Conditions of this contract shall be under the exclusive
jurisdiction and Venue of Larimer County District Courts, Colorado and in accordance with the substantive laws of the State of Colorado, U.S.A. Any
legal action initiated by buyer arising out of or related to this agreement must be commenced within six months from the date the right, claim, demand,
or cause of action shall first occur, or be barred forever and shall be for no more than half of the invoiced amount. (b) If any provision or portion hereof
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the term shall be edited to provide the Seller with the maximum
protection possible without adding additional liability to Seller and the remaining provisions or portions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH PROVISION OF THIS
AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO BE
SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
Valimenta Labs EIN: 47-2806488
ID:543800248