NURA USA LLC Purchase Order Terms & Conditions

Last modified: December 2025

1. Definitions: “Purchaser” means NURA USA and all of its operating divisions, affiliates and subsidiaries. “Purchaser’s customers” means Purchaser’s customers that sell or use Purchaser’s products. “Seller” means the entity to which this Purchase Order is addressed.
2. Acceptance of Agreement: These Purchase Order Terms and Conditions, the purchase order(s), any master agreement, and any exhibits and/or schedules attached to such documents constitute the entire agreement (the “Agreement”) between the parties and supersede all prior negotiations and communications. Seller’s acknowledgment of or delivery under Purchaser’s purchase order for goods, materials, supplies, services and/or work, as described on the purchase order (collectively, “Products” or “Goods”), will be deemed Seller’s acceptance of this Agreement, and this Agreement expressly limits Seller’s acceptance to the terms thereof.  Purchaser and its operating divisions, affiliates and subsidiaries, defined as the entity receiving the Goods at the Shipping Address located on the Purchase Order, under these Purchase Order Terms and Conditions, may purchase Goods under this Agreement.  Any written provisions, terms or conditions on Seller’s invoices, orders, sales contract or any other form that purport to modify, conflict with or are contrary to, or supplement the provisions of this Agreement are void and not accepted.  Any terms and conditions within Seller’s master agreement, exhibits, schedules or orders which are in direct conflict of the terms outlined in this Agreement are not accepted, and this Agreement shall govern.
3. Payment, Invoices, Pricing Disclosure and Prompt Payment Discounts: Purchaser agrees to pay for the Goods within the agreed upon terms and following a valid invoice for the Goods is received by Purchaser. Invoices may not be dated prior to the shipping date.  Seller will include the purchase order number on all invoices.  Purchaser shall be entitled to set off any amount owed by Seller to Purchaser against any amounts payable by Purchaser to Seller.
4. Seller agrees to notify Purchaser of all volume discounts, promotional allowances, special sales and all other discounts, rebates, and allowances that could reasonably apply to this order. Seller agrees to provide invoices to Purchaser with sufficient time to allow Purchaser to take any prompt payment discounts offered. If Seller does not provide Purchaser invoices in a manner that allows prompt payment discounts to be taken, Purchaser may take half of the prompt payment discount when paying the invoice at due date. The start date of measurement of prompt payment discount period and of payment due date is the invoice date or the date of product receipt, whichever is later.
5. Seller Warranties: Seller certifies and warrants that material, supplies, articles or equipment: (a) are legal for sale in the S.A., and in compliance with the applicable provisions of all state and federal laws and regulations and good manufacturing practices including, without limitation, the State of California’s Safe Drinking Water and Toxic Enforcement Act of 1986; (b) are free from infringement of any and all U.S. and foreign patents and trademarks; (c) are not misbranded, contaminated or adulterated; (d) are in compliance with the laws regarding human trafficking and slavery of the country or countries in which Seller does business, including all material and/or components incorporated into such material, supplies, articles or equipment; and (e) that all food and dietary supplement products/ ingredients are sanitary and fit for human consumption. If material is for dietary supplement use, Seller also warrants that the material is GRAS. In the event of testing discrepancies, samples shall be submitted to a mutually agreed independent ISO-accredited laboratory, and the results of such laboratory shall be deemed final and binding.
6. (Generally Regarded As Safe) for the intended use, has been in commerce prior to October 1994, or Seller has obtained an NDI (New Dietary Ingredient) no objection from the FDA for this material. It is Seller’s obligation to obtain this information for Purchaser. Seller will notify Purchaser if Seller is aware of or becomes aware of any regulatory, intellectual property, product liability, or other legal issues, concerns, infringement, contamination or adulteration and the like regarding Purchaser’s use of the materials in products sold by Purchaser. The foregoing warranties are in addition to any other warranties customarily made by Seller and any and all implied warranties available by law.
7. Compliance with Laws: Seller represents and warrants that it is in compliance and that all Goods and Products are in compliance with all Applicable Laws.  The term “Applicable Laws” include laws related to labor and employment, workers safety, data privacy, consumer protection, environmental protection, business operations, manufacturing, quality assurance, licensing, authorization, zoning, import/export, shipment, non-discrimination and anti-corruption laws.  Without limiting its obligations under this section, Seller will conduct its operations in an environmentally and socially responsible manner and in adherence to all applicable national, regional, state and local laws, regulations and standards in the manufacturing and provisioning of Product and Goods.  Seller must notify Purchaser of any government audits or claims of alleged non-conformance with Good Manufacturing Procedures within 24 hours of Seller being made aware of such.  Seller shall also comply with the  Purchaser’s Supplier Code of Conduct and provide certifications or audit access upon request.
8. Tariffs, Duties, and Import Compliance: Seller is responsible for accurately declaring the country of origin, HS code classification, and customs valuation for all Products supplied under this Purchase Order. Unless otherwise agreed in writing, all prices are inclusive of existing duties, tariffs, and import charges applicable at the time of order confirmation. Any subsequent increase in duties or tariffs arising from misclassification, incorrect origin declaration, or Seller’s change of sourcing shall be the sole responsibility of Seller.
   If new or additional tariffs, duties, or trade restrictions are imposed by government authorities after PO issuance that materially increase landed cost, the Parties shall negotiate in good faith to share or reallocate such costs. NURA reserves the right to cancel or amend the Purchase Order if such costs materially alter the economic feasibility of the transaction.

   Seller shall provide complete and accurate country of origin information and HS code classification for each Product and its components in accordance with U.S. Customs and Border Protection regulations. Seller shall promptly notify NURA in writing of any changes in origin, manufacturing location, or classification that could affect duty assessment or import documentation.

   Seller shall indemnify and reimburse NURA for any fines, penalties, duty adjustments, or additional tariffs imposed by U.S. Customs or other authorities resulting from inaccurate or incomplete documentation, country-of-origin declarations, or HS code information provided by Seller.

9. Seller Indemnification: To the fullest extent permitted by law, Seller agrees to indemnify, defend and hold Purchaser and/or Purchaser’s customers harmless from any and all claims, liabilities, losses, damages, demands, injuries, actions, causes of action, proceedings, judgements and expenses (attorney fees, defense costs, and pre-or post- judgement interest) relating to or arising from (i) defects, contamination, adulteration or misbranding of the products, materials, supplies or equipment provided by Seller; (ii) Seller’s breach of any warranty, representation or obligation contained herein; or (iii) Seller’s negligence, strict liability or willful misconduct, (iv) recalls, withdrawals or government actions involving Seller’s products or materials or (v) violation of law infringement of third party rights related to the Seller’s products and materials. Purchaser reserves the right to verify Seller’s compliance with applicable laws.
10. Confidential Information: Seller understands that Purchaser considers all information delivered to Seller by Purchaser, in any form, to be confidential and proprietary. (“Confidential Information”) Seller agrees to maintain the confidentiality of such information indefinitely unless such information: (a) is or becomes public knowledge other than through unauthorized disclosure by Seller; (b) is received legally without restriction on disclosure from a third party who has the right to make such disclosure; or (c) is required to be disclosed to comply with a judicial order or decree. Confidential information may only be used by those employees of Seller who have a need to receive it in order to fulfill Seller’s obligations under this Agreement.  Seller is responsible for any disclosure of Confidential Information by its employees.  Purchaser shall be entitled to seek injunctive relief in the event of actual or threatened breach of confidentiality.
11. Insurance: Seller will maintain insurance policies with such coverage and in such minimum amounts as may be reasonably requested by Purchaser, in each case naming Purchaser and its affiliates as “additional insured” as requested by Seller.  Seller will furnish to Purchaser a certificate showing compliance with this requirement or certified copies of all insurance policies within 10 days of Purchaser’s written request.  The certificate will provide that Purchaser will receive 30 days advance written notice form the insurer of any termination or reduction in the amount or scope of coverage.  The existence of insurance does not release Seller of any of its obligations or liabilities under this Agreement.
12. Force Majeure: Neither party shall be liable for failure or delay in performing its obligations to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemics or pandemics, government actions, embargoes, or shortages of materials not resulting from the affected party’s acts or omissions (“Force Majeure”). The affected party shall provide prompt written notice and exercise commercially reasonable efforts to mitigate and resume performance. For the avoidance of doubt, Force Majeure shall not include financial distress; changes in market conditions or prices; or a party’s inability to perform due to lack of funds
13. Governing Law, Jurisdiction and Venue: This agreement shall be governed by and construed in accordance with the laws of the State of California. Each Party irrevocably consent to the exclusive personal jurisdiction and venue of the State of California, County of Orange and waive (a) any objection to such jurisdiction or venue and (b) any right to jury trial in connection with this Agreement.
14. Jury Trial Waiver: Each Party knowingly and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or relating to this agreement, or the transactions contemplated hereby.
15. Assignment: Seller may not assign this Agreement, in whole or in part, without Purchaser’s written consent.  Purchaser may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16. Miscellaneous:

• Cancellation: Purchaser reserves the right to cancel this order or any part of this order in any of the following situations: (a) order is not shipped as specified; (b) order is not received by the requested due date; (c) order cannot meet required quality specifications; (d)there is a regulatory change that affects Purchaser’s ability to use the material; or (d) there is a change in market conditions that affects Purchaser’s ability to economically use the No price increases shall apply retroactively to purchase orders issued prior to written notice of such change.
• Certificate of Analysis (CoA): Seller will provide CoA to Purchaser for each ingredient or product at the time of the shipment to CoA must comply with all applicable regulations, including the FDA Dietary Supplement cGMPs. Seller may be required to provide actual test result data from the CoA.
• Specifications: Seller agrees that it has read and warrants that its products comply with Purchaser’s If Seller does not have a specification sheet on file for the order, it is Seller’s responsibility to notify Purchaser and obtain a specification sheet. Purchaser can test materials to ensure compliance with Purchaser’s specifications. Seller agrees that Purchaser’s quality tests and interpretation of such results will be the final determination of that product’s compliance. All specifications, formulas, and related data developed or modified for Purchaser are the sole and exclusive property of the Purchaser, regardless of which party created and contributed to the modification.
• Organic Products: All organic products must be certified by a USDA recognized Organic Certifier, and all shipments exported into the US must be accompanied by a NOP import certificate.
• Non-Conforming Products: Purchaser may reject any product or ingredient not in compliance with Purchaser’s Seller shall also reimburse Purchaser for any other expenses or costs incurred by Purchaser relating to the non-conforming ingredient or product, including without limitation, testing, packaging, labor, storage, labeling or transportation costs.
• Specified Date: If a “do not ship before” date is specified, Seller agrees not to ship goods ordered before the specified date. Seller agrees th at if it ships prior to the specified date, Purchaser may deduct an appropriate allowance from the invoice to cover Purchaser for additional handling and storage
• Shipping & Container Identification: Seller agrees to ship this order as instructed or as previously instructed by Purchaser. Seller agrees to not split the order without the consent of Purchaser in such a way that would increase the freight cost to Purchaser. Shipping containers shall contain the following information in a clear, readable manner on its exterior: vendor name, material description, lot number, gross weight, net weight, and country of origin. If Seller arranges shipment, Seller assumes full responsibility for any loss or damage during transit until receipt by Purchaser.  All pallets, labels, and packaging materials shall be supplied at no additional cost unless otherwise specified.
• Delivery; Time is of the Essence: Seller shall deliver the Products in accordance with the delivery date(s) and shipping instructions on the applicable Purchase Order, and time is of the essence for all deliveries. Seller shall promptly notify Purchaser in writing upon becoming aware of any circumstances that may delay delivery and shall use commercially reasonable efforts to meet the required delivery date(s). If Seller fails to deliver on time, Purchaser may procure substitute goods, and Seller shall be responsible for the reasonable, documented incremental costs incurred by Purchaser as a result of such late delivery. Seller shall be liable for reasonable costs associated with early, late, over‑ or short‑shipments, including additional handling, storage, and return freight.
• Lot Numbers, Back Orders and Special Charges: Seller agrees to only provide shipments of single lots unless otherwise specified by or agreed upon with Purchaser. Seller agrees that lot numbers are to be included on each packing slip, invoice, and exterior of each shipping container. Seller agrees that its lot numbering system will be reasonable and consistent with best industry practices. Seller agrees that the order is to be sent complete, and if not possible to be sent complete, that back orders are not to be sent without Purchaser’s agreement prior to shipment. Seller agrees that no special charges will be included for the shipment unless they are included on the Purchase Order. Seller agrees to ship only product with at least 80% of its shelf life as of date of receipt by Purchaser.
• Good Manufacturing Practices (GMPs): Seller understands that Purchaser is required to meet all appropriate FDA GMPs in order to sell products containing Seller’s materials, including the FDA Dietary Supplement cGMPs. Seller understands that some GMP obligations may extend to Seller, and Seller agrees to comply with Seller’s obligations. Seller agrees to promptly provide, at Purchaser’s request, accurate, authenticated data on Seller’s materials and all underlying components, including, but not limited to, the full name and address of all the manufacturers of all such components of Seller’s materials. Seller agrees to participate in an audit or audit survey for GMP purposes, if requested by Purchaser.
• Recalls: If Seller is aware that their product is misbranded, contaminated and/or adulterated, Seller shall immediately notify Purchaser. If Seller, Purchaser, or any other party issues a recall for Seller’s product or any other product containing Seller’s product, Seller shall fully cooperate with Purchaser regarding any recall- related activities. Seller shall reimburse Purchaser and/or Purchaser’s customers for all of Purchaser’s and/or Purchaser’s customers’ expenses associated with the recall, including cost of raw materials and finished product, freight in/out, administrative expenses, legal expenses, lost profits during the recall period, testing expenses, etc. Seller understands that a recall can result in loss of brand reputation to Purchaser and/or Purchaser’s customers. This provision is not a limitation with respect to damages Purchaser or Purchaser’s customers may seek from Seller as a result of any such recall.