THESE TERMS AND CONDITIONS SHALL GOVERN ALL SALES OF PRODUCTS FROM ENO LABS, LLC., A CALIFORNIA LIMITED LIABILITY COMPANY (“ENO”) TO ALL CUSTOMERS.

1.       APPLICABILITY.  All purchase orders submitted to ENO that are then confirmed by ENO, in writing by a Proforma Invoice and Sales Order, are subject to the terms and conditions stated herein.

2.      PRICES.  All prices quoted are confidential, net non-commissionable, in U.S. Dollars and include all applicable taxes. Until a purchase order is confirmed by ENO, in writing, prices are subject to increase due to factors beyond ENO’s control, including, but not limited to, tax increases, previously unknown information, and force majeure causes.  ENO reserves the right to change rates as a result of the foregoing.

3.     CLERICAL ERRORS.  ENO reserves the right to cancel any order due to clerical or technical errors beyond ENO’s control, including, but not limited to, misinformation provided to ENO by Customer.

4.     PAYMENT TERMS.  Payment terms are net fifteen (NET15) from date of shipment. Any payments not made within thirty (30) days of the date of the invoice shall be subject to a late payment charge of 1 ½ % per month (compounded) on the unpaid balance of any amount then passed due.

5.     LIABILITY FOR LABOR & MATERIALS.  In addition to any and all other rights and remedies ENO may have, at law or equity, once an order is placed and production has started, Customer shall be liable for all materials and labor involved to produce a given order if Customer cancels said order after production has started.

6.     LIMITATION OF LIABILITY.  In no event shall ENO, its directors, officers, employees, agents or affiliates, be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including, but not limited to, lost profits, arising out of this agreement, whether based on contract, tort (including negligence), strict liability or other legal theory, even if such party has been advised of the possibility of such damages.

7.      FORCE MAJEURE.  ENO shall not be held responsible for the consequences of Acts of God, fire, severe weather conditions, unavoidable accidents, theft, labor disputes, public commotion, war, or any other circumstance beyond ENO’s control.

8.     NO RETURNS.  ENO does not accept returns.  ENO will replace any damaged products if the damage is brought to ENO’s attention within fourteen (14) days of shipment.

9.     INDEMNIFICATION.  Customer agrees to and shall indemnify, hold harmless from, and defend ENO, its affiliates, and their respective officers, directors, employees, agents, successors and assigns, against any claim, damage, loss, liability, cost or expense (including reasonable fees and disbursements of counsel) ("Claims") resulting or arising from: (i) Customer’s fraud, negligence or bad faith, or (ii) any breach of a representation, warranty, obligation, or covenant contained in these Terms and Conditions by Customer.

10.   AMENDMENTS.  These Terms and Conditions are subject to change without notice to Customer.  Customer’s continued issuance of purchase orders to ENO shall constitute and be construed as Customer’s continued and ongoing agreement to these Terms and Conditions.

11.     GOVERNING LAW; Dispute Resolution; Venue; Attorneys’ Fees.  These Terms and Conditions shall exclusively be governed by the laws of the State of California except where preempted by the laws of the United States of America.  In the event of any dispute or controversy arising hereunder, ENO and Customer agree to first negotiate in good faith to try to resolve any such dispute, including, but not limited to, having a face-to-face or video conference meeting.  In the event that such dispute cannot be informally resolved between ENO and Customer, ENO and Customer agree that venue for any action arising hereunder shall exclusively be in the Superior Court of California for the County of Orange.  Customer agrees to the jurisdiction of said court and waives any arguments regarding forum non convenience and the like.  The prevailing party in any such dispute shall be entitled to recover from the other all necessary expenses and reasonable attorney’s fees incurred, in addition to any other relief to which it is entitled. The prevailing party shall be determined by the trier of fact based upon an assessment of which party’s major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other party’s major arguments or positions on major disputed issues.  Additional attorneys' fees may be awarded the prevailing party in any appellate action taken after an initial decision on the merits.

12.    SEVERABILITY.  If any provision of these Terms and Conditions or the application thereof shall, for any reason, be ruled by an arbitrator or Court having proper jurisdiction to be invalid or unenforceable, the remainder of these Terms and Conditions and the application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect these Terms and Conditions.

13.    NO WAIVER.  No failure by ENO to require Customer’s strict performance of any provision of these Terms and Conditions at any time shall be deemed a waiver of such provision nor shall it affect ENO’s right thereafter to enforce and require strict compliance with each and every provision herein.

14.    NO THIRD-PARTY RIGHTS.  No provision of these Terms and Conditions is intended nor shall be interpreted to provide or create any third-party beneficiary rights.  All provisions hereof shall be solely between and for the benefit of ENO and Customer.

15.    INCOTERMS. Unless different terms are explicitly agreed to in writing by ENO and a Customer, all shipments of goods are shipped FCA-Customer’s-Forwarder.

16.    ELECTRONIC SIGNATURE. Customer may acknowledge and agree to these terms and conditions by signing below.  Electronic and facsimile signatures shall have the same force as wet-ink originals.