Terms & Conditions

The following terms and conditions apply to the sale described on this invoice except to the extent superseded by an applicable written contract executed between Ina Labs, LLC and Customer.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 Ina Labs, LLC. 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. INA LABS, LLC COMMITMENTS TO CUSTOMER

Product Warranties. The product when shipped will meet Ina Labs, LLC then current product Specifications; and Ina Labs, LLC will convey the product with good title, free from any lawful lien or encumbrance.

B. CUSTOMER’S COMMITMENTS TO INA LABS, LLC

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 Ina Labs, LLC deems itself to be at risk of non-payment, then Ina Labs, LLC may defer shipments, accelerate the due date on all amounts owed Ina Labs, LLC, and/or require prepayments or other security. Customer agrees to pay all of Ina Labs, LLC collection costs including reasonable legal fees and costs. Ina Labs, LLC may charge Customer the maximum interest allowed by law on all past due amounts and reserves the right to levy a 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 for (i) adopting and following 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; (ii) providing appropriate warnings to, and instructing, 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 Ina’s most current Certificate of Analysis and/or any MSDS that may be provided; and (iii) complying with applicable health and safety, security and environmental laws and taking action necessary to avoid spills or other dangers to person, property or the environment. Ina may immediately suspend product shipments if Customer fails to comply with any of its commitments under this subsection.

4. Within five (5) business days of receipt, 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 and advise Ina Labs, LLC of any issues. All claims made after five (5) business days for damage to packaging, shortage or non-conformance which could reasonably be discoverable during such investigation shall be waived.

5. Customer will indemnify and hold Ina 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 B3 and B4 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 Ina (or their manufacturers) shipping facility.

D. TRANSPORTATION

Ina pays any of the freight charges, Ina 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.

E. CANCELLATION POLICY

1. The Order can be canceled with no penalties and no fees in the 72 hours after receiving the Order Confirmation by Ina Labs, LLC.

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 Ina 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 Ina’s or Customer’s production, supply, transportation or consumption practice; or (b) Ina is unable to obtain raw materials, power or energy on terms Ina deems commercially acceptable. During times when performance is excused, all quantities of affected Product will be eliminated from this invoice without liability and Ina will allocate its supplies of raw materials and product among their various uses in any manner that is fair and reasonable. Ina will not be obligated to obtain raw materials, intermediates, or product from other sources or to allocate raw materials, intermediates, or product from Ina 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 INA’S SOLE WARRANTIES RESPECTING PRODUCT INCLUDING WITHOUT LIMITATION 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

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS.
CUSTOMER’S EXCLUSIVE REMEDY, AND INA’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).
CUSTOMER ASSUMES ALL RISKS AND LIABILITIES RESULTING FROM THE USE OF THE PRODUCT SUPPLIED UNDER THIS INVOICE.

I. CLAIMS AND RETURNS

1. Within 30 Days after customer learns, or should reasonably have learned, of any claim with respect to Product, Customer will inform Ina in writing of the claim or the claim will be waived

2. Return Policy is 30 days: Customer needs to request an 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 has 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 — Ina products are to be exclusively used for cosmetic purposes only. Any and all other uses voids any representation or warranties.

INA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUITABILITY OF ANY INA PRODUCT (OR MANUFACTURER/SUPPLIER OF INA) FOR USE IN MEDICAL APPLICATIONS.

K. ASSIGNMENT

This invoice is not transferable or assignable by Customer without prior written consent of Ina. Customer hereby consents, without further notice from Ina to Ina’s potential future assignment or delegation of some or all of Ina’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, Ina 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 the County of Orange, State of California.

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 Ina 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 Ina 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 Ina 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, and 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.