Vendor Agreement

Nutritional Supplement Manufacturers, Inc, (“PureNSM”)
A legal entity incorporated and acting under the law of United States of America, having its registered office at 1055 Ba\y Blvd. Ste D Chula Vista, CA 91911, USA

VENDOR Terms and Conditions – Attached to All Purchase Orders

Please note that our order is expressly subject to the terms and conditions set forth below, and this document constitutes the terms of agreement in their entirety between you / “Seller” / “vendor” and Nutritional Supplement Manufacturers, Inc. (“Buyer”) with respect to any order Buyer places with Seller (the “Contract”). Seller/”vendor” agrees to accept and be bound by the terms and conditions set forth herein. The confirmation of the order implies for the seller/vendor, acceptance of these Terms and Conditions of Sale and the recognition of complete comprehension.

Summary

• Buyer requires Seller to be registered with US-FDA and hold a GMP Certification, from organizations such as NSF, UL or USP, or other certification bodies.

• Buyer takes samples in accordance with FDAs cGMP regulations, such sample taking requires Buyer to open the containers that the raw materials are in. This shall not prevent Buyer from having the right to return the raw materials should they not test according to Sellers COA or test outside of Buyers requirements.

• Buyer may request documentation and other supporting data and information from the Seller prior to paying invoiced fees and expenses, and reserves the right to perform audits to ensure compliance with anti-corruption laws.

• Buyer requires that Seller conduct themselves with integrity and in full compliance with the laws and regulations in the state of California as outlined in “Vendor Code of Conduct”, see below.

• Buyer requires Seller to carry a product liability insured for 1-5 millions for the first year and 5 million or more after one year of doing business with us, unless otherwise agreed on.

• Buyer requires all packages to be sanitary, all raw materials have to be double or triple packaged. For example all burlap gags should be packaged in a cardboard box prior to shipping.

• Buyer requires a lot number on each raw material.

• Buyer requires Certificate of Analysis (COA) for each raw material.

• Buyer requests Seller to make invoices available with COA for 5 years after sale.

• Buyer requires the price of the raw materials purchased from Seller to be competitive and that our vendors not offer lower price to others for same quantity.

• Buyer requires Seller to let us know in writing if you have a recall procedure or a recall SOP. If Seller doesn’t have one, Buyer suggest supply a copy.

• Buyer requires Seller to send existing product liability insurance certificate.

• Buyer require that Seller warrant that the quotation given is Seller’s lowest price for quantity offered. Seller warrants that Seller does not offers the approximate same quantity at lower prices to anyone else within the time period of 30 days past and 30 days into the future. If Seller does not quote Buyer the lowest price, Buyer is entitled to a refund to match the lower price.

After the first year of doing business:
• Proof from Seller and the original manufacturer of raw the materials follow US-FDAs GMP rules in the form of certification such as NSF, UL or USP, or other certification bodies.
• Seller is to submit a completed recall procedure or a recall SOP.

• Seller is to furnish a proof of product liability insurance certificate, showing 5 million total.

If you don’t agree to some of the points above then please discuss this with the purchaser. No change to the terms and conditions of this Vendor Agreement is allowed unless signed by both Oskar Thorvaldsson, owner of PureNSM (buyer) and seller.

Seller Responsibilities
Seller shall use commercially reasonable efforts (1) to provide to Buyer the goods and services ordered in accordance with the terms stipulated in the PO (2) to keep Buyer advised of the status of the PO; (3) to provide Buyer with such reports as are appropriate to the nature of the goods or services rendered.

Standards
Both the Vendor and the actual manufacturers of the raw materials have to follow Current Good Manufacturing Practices (cGMP). The manufacturer of the raw materials has to be certified by a 3rd party to manufacture according to cGMP and be registered with US-FDA.

Invoices
Vendor must provide a separate invoice for each NSM Purchase Order shipped. Each invoice must include the following:

1-Unique invoice number.
2-Valid NSM Purchase Order number.
3-Vendor name and “remit to address”
4-Complete address to which the product was shipped.
5-Net payment before cash discount.
6-Payment terms.
7-Total shipped quantity and total invoiced quantity.
8-Invoice date on or after the ship date
9-Lot number

Vendor must keep full and detailed accounts for a period of not less than five (5) years or such longer periods as required by applicable laws and regulations. Vendor shall exercise such controls as may be necessary for proper financial management with respect to transactions with Buyer. Buyer reserves the right to audit up to five (5) years of Vendor’s books and records at any time with respect to Vendor’s past and present charges, policies, returns, shipping documents, tracking numbers, any communication, procedures and transactions with Buyer. Any resulting claims will be immediately deducted with or without prior Seller approval or notice. Buyer will not be responsible for any late charges, penalties or assessments in connection with the assertion of its rights to deduct, set-off or withhold such amounts. The right to audit applies to all purchases with Seller, including purchases prior to this agreement.

Payments

Unless otherwise specified by Buyer, payment terms will be net 45 days. Buyer may withhold payment of any amounts to be paid to Seller which are disputed in good faith by Buyer.

Transportation

If shipping is not included then shipments are to be billed to Buyer’s account and shipped FedEx Ground, unless otherwise noted. Pure NSM will insure the goods for the invoice value.

Special Circumstances
Sellers that sell raw materials to Buyer are required to submit Certificate of Analysis (COA) indicating appropriate test methods and results for the lot number to be sold to Buyer. Should the goods not test according to vendor COA or test outside of Buyer requirements Buyer reserves the right to return the raw materials within 2 weeks (14 days of purchase).

If either party is to take samples for analysis such samples have to be taken in according to cGMP regulations. Such sample taking requires Buyer to open the containers that the raw materials are in. This shall not prevent Buyer from having the right to return the raw materials should they not test according to vendor COA or test outside of Buyer requirements.

Product Recall Policy

Should a recall be necessary the cost of the recall shall be negotiated by both parties in good faith in an attempt to resolve the issue.

VENDOR CODE OF CONDUCT

Nutritional Supplement Manufacturers, Inc. (the “Company”), expects all of its employees, consultants, agents, vendors, distributors and other representatives to conduct themselves at all times with integrity and in full compliance with the laws and regulations that govern our global business activities. To that end, the Company has established a set of standards of business practices and regulatory compliance that are set out in our Ethical, Legal and Business Conduct Policies (the “Employee Code of Conduct”) which applies to all Company employees.

It is the Company’s policy to conduct business with vendors who share and embrace the letter and spirit of our commitment to integrity. By “vendor” we mean any firm or individual that provides a product or service, directly or indirectly, to the Company. We understand that vendors are independent entities, but the business practices and actions of a vendor may significantly impact and/or reflect upon the Company, our reputation, and our brand, which is one of our most important assets. Because of this, the Company expects all vendors and their employees, agents and subcontractors (their “Representatives”) to adhere to this Vendor Code of Conduct while they are conducting business with and/or on behalf of the Company. All vendors should educate their Representatives to ensure they understand and comply with this Vendor Code of Conduct. The Company may terminate or amend this Vendor Code of Conduct from time to time in its sole discretion.

LEGAL AND REGULATORY COMPLIANCE PRACTICES

All Company vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of the Company. In addition to any specific obligations under the vendor’s agreement with the Company, all vendors shall, without limitation:

Summary

• Comply with the anti-corruption laws of the countries in which they do business, including the United States Foreign Corrupt Practices Act and the UK Bribery Act, and not make any illegal direct or indirect payments (including gifts and entertainment) or promises of payments to any person for the purpose of inducing the individual to misuse his or her position to obtain or retain business or otherwise gain an improper business advantage.

• Not make “facilitating” or “grease” payments to government officials for the performance of routine governmental action.

• Maintain appropriate documentation for reimbursable costs and expenses.

• Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.

• Comply with all applicable environmental laws and regulations.

BUSINESS PRACTICES

Company vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with the Company. In addition to those obligations, all of our vendors shall, without limitation:

• Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.

• Maintain effective business programs and controls designed to prevent and detect fraud and corruption.

• Create, retain and dispose of business records in full compliance with all applicable legal and regulatory requirements.

• Maintain the confidentiality of any confidential information relating to the Company, and use such confidential information solely for performing the services for which the vendor has been retained by the Company; provided that any such confidential information may be disclosed to a vendor’s Representatives who need to know such information for the purposes of performing the services. The Company’s confidential information shall not be used in any way that could reasonably be considered to be detrimental to the Company.

• Use good judgment, discretion and moderation when offering gifts or entertainment to Company employees or agents. In doing so, the vendor and or its Representatives will refrain from giving Company employees an individual gift or a combination of gifts, or providing any entertainment, that would violate the Employee Code of Conduct. In any event, no vendor may ever offer a bribe, kickback, bartering arrangement for goods or services and/or any other incentive to a Company employee or agent in order to obtain or retain Company business.

• Avoid the appearance of or actual improprieties or conflicts of interests. In the course of negotiating the vendor agreement or performing the vendor’s obligations, vendors or their Representatives shall not deal directly with any Company employee (i) who holds or whose spouse, domestic partner or relative holds a significant financial interest in the vendor, or (ii) who is a spouse, domestic partner or relative of the vendor’s Representative.

COMPLIANCE WITH CODE OF CONDUCT
Company vendors are expected to self-monitor their compliance with this Vendor Code of Conduct. The Company may request documentation and other supporting data and information from the vendor and its Representatives prior to paying invoiced fees and expenses, and reserves the right to perform audits to ensure compliance with anti-corruption laws.

NO CREATION OF THIRD-PARTY RIGHTS
This Vendor Code of Conduct does not confer, nor shall it be deemed to confer, any rights on the part of third-parties, including any third-party beneficiary rights. For example, no employees of any vendor shall have any rights against the Company by virtue of this Vendor Code of Conduct, nor shall such employees have any rights to cause the Company to enforce any provisions of this Vendor Code of Conduct, the decision with respect to any such actions being reserved by the Company in its sole discretion.

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