The following terms and conditions apply to the sale described by this invoice except to the extent superseded by an applicable written contract executed by Deveraux Specialties and Customer; product is being sold on a one-time basis at a given price unless agreed in writing otherwise.  Any terms and conditions stated by Customer in any purchase order or document related to the product listed on this invoice which are in conflict, different from, or in addition to the terms and conditions herein shall not be binding unless separately and expressly accepted in writing by Deveraux Specialties.  If Product is shipped to a location other than the Customer’s facility, the Customer remains fully obligated and subject to the terms and conditions set forth below:

A. DEVERAUX SPECIALTIES COMMITMENTS TO CUSTOMER

1. 1. Product Warranties. The product when shipped will meet Deveraux Specialties then current product Specifications; and Deveraux Specialties will convey the product with good title, free from any lawful lien or encumbrance.
   2. Deveraux Specialties will supply Customer with current material safety data sheets (MSDS).

B. CUSTOMER’S COMMITMENTS TO DEVERAUX SPECIALTIES

1. 1. Customer will pay all taxes and duties, except income taxes, that are increased or levied, now or in the future, in connection with the manufacture, sale, transportation, use or disposal of the product
   2. Payments/Credit. Customer will pay for the product on the terms described on the front of this invoice.  If (i) Customer does not pay on time or (ii) Customer’s financial responsibility becomes unsatisfactory and Deveraux Specialties deems itself insecure, then Deveraux Specialties may defer shipments, accelerate the due date on all amounts owed Deveraux Specialties, and/or require cash payments or other security.  Customer agrees to pay all of Deveraux Specialties collection costs including reasonable legal fees and costs.  Deveraux Specialties may charge Customer the maximum interest allowed by law on all past due amounts. There is a service charge of 1.5% per month or the maximum permitted by law in the event an invoice is not paid when due.
   3. Responsible Practices. Customer will (i) be solely responsible for determining the suitability of product in Customer’s formulations and applications prior to use; (ii) familiarize itself with any product literature or information Deveraux provides including the MSDS for each product; (iii)adopt and follow safe and appropriate handling, storage, transportation, use, treatment and disposal practices with respect to the product, and the containers thereof, including such special care and practices and Customer’s use of the product requires including without limitation, all such practices required by federal, state and local government statutes, rules, regulations or ordinances; (iv) provide appropriate warnings to, and instruct, its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use , treatment, transportation and disposal of the product, and the containers thereof, including without limitation information contained in Deveraux’s most current MSDS (or MSDS supplied by manufacturer); and (v) comply with applicable health and safety, security and environmental laws and take action necessary to avoid spills or other dangers to person, property or the environment. Deveraux may immediately suspend product shipments if Customer fails to comply with any of its commitments under this subsection.
   4. Customer shall promptly, and in any event prior to use and/or commingling, inspect product shipments for any damage to packaging, shortage, or non-conformance to each invoice. All claims for damage to packaging, shortage or non-conformance which could reasonably be discoverable during such investigation shall be waived unless Customer notifies Deveraux in accordance with Section I.
   5. Customer will indemnify and hold Deveraux harmless for all claims, damages, and related costs, including reasonable legal fees and costs, arising out of customer’s noncompliance with any of its commitments under sections I.B.3 and I.B.4 above.

C. TITLE AND RISK OF LOSS — Title and risk of loss for all products sold by this invoice will pass to Customer upon delivery to the carrier at Deveraux (or their manufacturers) shipping facility.

D. TRANSPORTATION

1. 1. If Deveraux provides the transportation equipment or pays any of the freight charges, Deveraux will have the right to designate carriers and routings. When Customer is required to pay any of the freight charges, the charges will be those legally due and payable for the shipment.
   2. Customer will unload and return all transportation equipment to carrier promptly and in no event later than the carrier’s rules tariff or contracted, period, free of detention charges.
   3. If Deveraux’s transportation equipment arrives at its destination in a damaged condition, Customer will immediately notify the carrier’s agent and Deveraux.

E. CANCELLATION POLICY

1. 1. The Order can be canceled with no penalties and no fees in the 48 hours after receiving the Order Confirmation by Deveraux Specialties.
   2. After this time frame, the order cannot be cancelled.

F. FORCE MAJEURE./ EXCUSED PERFORMANCE — Performance is excused when (a) there is any contingency beyond the reasonable control of Deveraux or Customer including, for example, war or hostilities, acts of God, accident, fire, explosion, public protest, breakage of equipment, pandemic, acts of terrorism, activity of a governmental authority (including, for example, the passage of legislation or the failure to grant an export license), or labor difficulties which interfere with Deveraux’s or Customer’s production, supply, transportation or consumption practice; or (b) Deveraux is unable to obtain raw materials, power or energy on terms Deveraux deems commercially acceptable. During times when performance is excused, all quantities of affected Product will be eliminated from this invoice without liability and Deveraux will allocate its supplies of raw materials and product among their various uses in any manner that is fair and reasonable. Deveraux will not be obligated to obtain raw materials, intermediates, or product from other sources or to allocate raw materials, intermediates, or product from Deveraux internal use. The foregoing provision shall in no event relieve Customer of its obligation to timely pay in full a product invoice.

G. EXCLUSION OF ALL OTHER WARRANTIES — THE COMMITMENTS IN SECTION J. ARE DEVERAUX’S SOLE WARRANTIES RESPECTING PRODUCT INCLUDING WITHOUT LIMIATION PRODUCT QUALITY AND PERFORMANCE AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES PROVIDED BY STATUTE, COMMON LAW OR OTHERWISE.

H. LIMITATION OF LIABILITIES

1. 1. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.
   2. CUSTOMER’S EXCLUSIVE REMEDY, AND DEVERAUX’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS INVOICE, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY NEGLIGENCE, STRICT LIABILITY AND TORT) ARE LIMITED TO CUSTOMERS HAVING THE OPTION OF REPLACEMENT OR REPAYMENT OF THE PUCHASE PRICE PAID FOR THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM(S).
   3. CUSTOMER ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OF THE PRODUCT SUPPLIED UNDER THIS INVOICE.

I. CLAIMS AND RETURNS

1. 1. Within 30 Days after customer learns, or should reasonably have learned, of any claim with respect to Product, Customer will inform Deveraux in writing of the claim or the claim will be waived
   2. Return Policy is 30 days: Customer needs to request a RMA approval number prior to returning the material. Material must be returned in NEW (unused, untested) condition in the original manufacturer packaging within 30 days of date received. Material that been opened, used, or damaged by customer cannot be returned. We reserve the right to refuse to issue credit for any item that has been opened, used or damaged. Restocking fees may apply.

J. NOTICE REGARDING MEDICAL APPLICATION RESTRICTIONS — Deveraux products are to be exclusively used for cosmetic purposes only. Any and all other uses voids any representation or warranties. Deveraux will not knowingly sell or sample any product or service into any commercial or developmental application that is intended for: (1) long term or permanent contact with internal bodily fluids or tissues. “Long-term” is contact which exceeds 72 continuous hours; (2) use in cardiac prosthetic devices regardless of the length of time involved (“cardiac prosthetic devised” include, but are not limited to, pacemaker leads and devices, artificial hearts, heart valves, intra-aortic balloons and control systems, and ventricular bypass-assisted devices); (3) use as a critical component in medical devices that support or sustain human life; or (4) use specifically by pregnant women or in applications designed to specifically to promote or interfere with human reproduction. Deveraux requests that customer considering use of Deveraux’s products in medical application notify Deveraux so that appropriate assessments may be conducted. Deveraux does not endorse or claim suitability of its products for specific medical applications.  It is the responsibility of the Customer to determine that the Deveraux product is safe, lawful, and technically suitable for the intended use. DEVERAUX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUITABILITY OF ANY DEVERAUX PRODUCT (OR MANUFACTURER/SUPPLIER OF DEVERAUX) FOR USE IN MEDICAL APPLICATIONS.

K. ASSIGNMENT — This invoice is not transferable or assignable by Customer without prior written consent of Deveraux. Customer hereby consents, without further notice from Deveraux to Deveraux’s potential future assignment or delegation of some or all of Deveraux’s obligations hereunder to any Affiliate, in which case the Affiliate may affect delivery of a product and invoice Customer directly. In the case of such assignment, all terms and conditions of this invoice shall remain in full force and effect. “affiliate” means with respect to any entity, any other entity directly or indirectly owning, owned by, or under common ownership with, such entity; for purposes of this definition, “owning”, “owned” and “ownership” shall mean the possession, directly or indirectly, of an ownership interest, directly or indirectly through one or more intermediaries, of at least fifty percent as a result of ownership of stock or other voting securities, contractual relationship or otherwise.

L. CHOICE OF LAW — This Invoice will be governed by California law without reference to its principles of conflict of laws. Additionally, Deveraux and Customer hereby submit to the exclusive jurisdiction for any claims or lawsuit arising out of this invoice, in any State or Federal court in County of Los Angeles State of California.

M. EXPORT — Customer agrees to comply with all export laws of the United States and any country having jurisdiction over Customer or the transactions contemplated by this invoice.

N. ANTI-BRIBERY/ANTI-CORRUPTION — Each party represents and warrants that it understands and shall comply with the requirements of the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws of the jurisdictions under which each party is or may be acting hereunder.

O. SEVERABILITY — If any provision of the invoice is declared invalid by any court or government agency, all other provisions shall remain in full force and effect.

P. ENTIRE AGREEMENT — This document constitutes the complete and final agreement between Deveraux and Customer concerning the products sold by the invoice unless the parties have executed an applicable written contract. Any additional or different terms are objected to and will not be binding unless expressly agreed to by Deveraux in writing.

SPECIAL CONDITIONS FOR CROSS-BORDER SALES The following special conditions will apply for cross-border sales:

A. BREAKAGE OR LOSS IN TRANSIT — In case of breakage or loss in transit have notation of same made on expense bill before paying freight. All Claims must be made within 5 days after receipt of products at port of entry.

B. RETURNABLE CONTAINERS — Each container for which a deposit is charged remains the property of Deveraux and must not be used for the shipment or storage of any other material. All such containers must be emptied and returned within 120 days from the date of invoice, transportation charges prepaid to the United States of America port of entry.  If so, returned in good condition the deposit charge will be refunded.

C. TITLE AND RISK OF LOSS — For overland shipments from the United States to Canada and Mexico, Product will be delivered, and risk of loss will pass, to Customer in accordance with the Incoterm “Delivered at Frontier” outside the United States and upon the Product crossing the border of the United States and arriving in the territory of the nation where the Product is destined, but prior to the Customer’s clearance at said nation. For overland shipments from Canada to the United States, Product will be delivered, and risk of loss will pass, to Customer in accordance with the United States.  For overseas shipments, Product will be delivered, and risk of loss will pass, to Customer in accordance with the Incoterm “Delivered Ex Ship” outside the United States and Chamber of Commerce.  Title to Product will be deemed to pass concurrently with risk of loss.

D. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS will not apply.