By accepting this invoice, purchase order, shipment, or any products manufactured or supplied by NewVue (“Manufacturer”), the Purchaser agrees to the following Terms of Service:

1. Acceptance and Inspection

The Purchaser shall inspect all products immediately upon receipt. Any claim relating to shortages, damage, manufacturing defects, or nonconforming products must be submitted to NewVue in writing within fourteen (14) calendar days of receipt. Failure to provide written notice within this period constitutes acceptance of the products.

Upon notification, NewVue shall investigate the claim and determine, in its sole reasonable discretion, whether the claim is valid and the appropriate corrective action. No product may be returned, destroyed, reworked, or otherwise disposed of without prior written authorization from NewVue. NewVue’s sole and exclusive remedy for a valid claim shall be, at its option, to provide replacement products conforming to the applicable specifications at no additional cost, or to terminate the affected portion of the purchase order and refund amounts paid for the nonconforming products.

The Purchaser shall preserve all inventory, samples, and materials relevant to any claim of shortage, damage, defect, or nonconformance under appropriate storage conditions, and shall not destroy, alter, rework, or dispose of such inventory, until NewVue has completed its investigation of the claim. Failure to preserve such inventory may result in forfeiture of the claim.

NewVue’s acceptance of a purchase order is specifically conditioned upon the Purchaser’s assent to these Terms of Service, which are incorporated by reference into every purchase order NewVue accepts. NewVue reserves the right to reject any purchase order, with or without reason, in its sole discretion. Any term in a Purchaser’s purchase order that differs from or adds to these Terms of Service is rejected and shall not become part of the order unless NewVue expressly accepts it in a separate writing. An accepted purchase order may not be cancelled without NewVue’s written consent, which may be delayed, conditioned, or denied in NewVue’s sole discretion. NewVue may charge the Purchaser for tariffs incurred on imported raw materials or components used to manufacture or package the products.

2. Distribution of Allegedly Defective Products; Recalls

If the Purchaser discovers or reasonably suspects that products contain a defect, the Purchaser shall immediately cease distribution, sale, or use of the affected products and promptly notify NewVue.

If the Purchaser knowingly distributes products after discovering or being notified of an alleged defect, the Purchaser assumes full responsibility for all resulting claims, damages, recalls, regulatory actions, customer claims, and associated costs. In such event, the Purchaser shall not be entitled to any refund, credit, reimbursement, or other recovery from NewVue.

If a recall, market withdrawal, or corrective action arises from: (a) a formula supplied or approved by the Purchaser; (b) raw materials or ingredients supplied by the Purchaser; (c) artwork, labeling, or packaging approved by the Purchaser; (d) the Purchaser’s marketing or advertising claims; (e) storage conditions after delivery to the Purchaser’s carrier; (f) transportation; or (g) misuse of the products, the Purchaser shall bear all resulting costs, including recall and market-withdrawal costs, destruction costs, replacement costs, expenses of the FDA or other regulatory agencies, attorneys’ and consultants’ fees, and warehouse and storage costs.

3. Testing and Laboratory Requirements

If additional testing is requested or deemed necessary after shipment, NewVue must be notified before any samples are submitted for testing.

Testing performed by laboratories not approved by NewVue or using methods not validated, verified, or demonstrated to be suitable for the intended purpose shall not be accepted as evidence of product nonconformance.

Unless otherwise agreed in writing, all dispute testing shall be performed only by ISO/IEC 17025 accredited laboratories approved by NewVue for the applicable analysis and using validated or verified analytical methods.

4. Toll Manufacturing

For toll manufacturing projects where raw materials are supplied by the Purchaser:

NewVue’s responsibility for incoming raw materials is limited to identity testing and microbiological testing unless otherwise agreed in writing.
Finished product testing shall be limited to identity testing, heavy metals testing, and microbiological testing unless otherwise agreed in writing.
Assay testing shall be performed only on a case-by-case basis as determined by NewVue.
Certificate of Analysis assay results may be based on validated process controls where appropriate.
NewVue does not warrant the potency, purity, quality, or composition of customer-supplied raw materials beyond the testing specifically agreed upon.

The Purchaser represents and warrants that all raw materials it supplies: (a) are merchantable and fit for their intended purpose; (b) comply with applicable law, including that they are not adulterated, misbranded, or unsafe within the meaning of the Federal Food, Drug and Cosmetic Act or any substantially similar state law, and are not articles that may not be introduced into interstate or intrastate commerce; and (c) comply with the Purchaser’s own product specifications. If these representations prove incorrect, or the supplied raw materials are otherwise defective, the Purchaser shall be liable for disposal costs, the cost of raw materials, packaging, and components used in or rendered unusable for the affected product, and the manufacturing costs NewVue incurs in connection with the affected product.

Unused Raw Materials, Printed Components, and Packaging Components

If NewVue determines that it holds excess Purchaser-supplied raw materials, printed components, or packaging components, or excess NewVue-supplied printed components, it shall give the Purchaser written notice. Within thirty (30) days of that notice, the Purchaser shall either: (a) submit a purchase order to utilize the excess materials in a production run; (b) arrange, at its sole cost, for the materials to be picked up and hauled away; (c) direct NewVue to destroy the materials, at the Purchaser’s sole cost and expense; or (d) request that NewVue arrange third-party storage, at the Purchaser’s sole cost and expense. If the Purchaser fails to timely respond, NewVue may take any of the foregoing actions in its sole discretion, at the Purchaser’s cost. Whenever the Purchaser directs NewVue to destroy any raw materials, work-in-process, or finished goods for any reason, the Purchaser shall bear all costs of that destruction.

Special Circumstances: Failed Product

If the Purchaser declines NewVue’s recommendation of a stability test for a new product and the product subsequently fails in a manner that stability testing likely would have caught (a “Failed Product”), the Purchaser shall be liable to NewVue for the cost of raw materials, packaging, and components used in or rendered unusable by the Failed Product, and for the associated manufacturing costs. If the Purchaser supplies the raw material for a Failed Product and the failure is attributable to that raw material, the Purchaser shall likewise be liable for those costs.

5. Purchase Orders

Purchase order specifications, customer requirements, or internal customer standards shall not be interpreted as statutory, regulatory, USP, FDA, or GMP requirements unless expressly agreed to in writing by NewVue.

Once accepted, a purchase order may not be terminated or modified except in accordance with Schedule A to these Terms. If the cost of raw materials or packaging needed for an accepted purchase order increases by up to five percent (5%), NewVue may equitably increase the order price without prior notice, and the Purchaser shall pay the increased amount. If such costs increase by more than five percent (5%), NewVue may equitably adjust the price upon written notice (a “Price Adjustment Notice”); the Purchaser may terminate the affected purchase order by written notice received within seven (7) days of the Price Adjustment Notice, failing which the Purchaser shall pay the adjusted price. If NewVue has obtained non-returnable or non-reusable raw materials or packaging for a purchase order the Purchaser later terminates prior to shipment, the Purchaser shall be liable for those non-cancelable or non-refundable costs.

6. Manufacturing Quantities and Yield Variations

The Purchaser acknowledges that final manufactured quantities, whether bulk or finished packaged goods, are estimates and may vary due to normal manufacturing operations, including but not limited to:

Minimum manufacturing batch size requirements
Equipment capabilities and process limitations
Manufacturing yield losses
Regulatory sampling and retain sample requirements
In-process controls
Quality control and finished product testing
Packaging efficiencies
Raw material characteristics
Manufacturing process optimization

While NewVue will make commercially reasonable efforts to remain within an approximate ±10% quantity variance, the Purchaser acknowledges and agrees that actual quantities may exceed or fall below this range when necessary to satisfy minimum manufacturing batch sizes, process requirements, equipment limitations, regulatory requirements, or to maximize manufacturing efficiency.

The Purchaser agrees to accept and pay for the actual quantity manufactured and/or packaged. Such quantity variations shall not constitute a manufacturing defect, shortage, breach of contract, or grounds for cancellation, rejection, chargeback, refund, credit, or discount.

7. Packaging Variations and Tolerances

The Purchaser acknowledges that minor variations in color, shade, printing registration, foil stamping, and carton or label stock are inherent to commercial printing and packaging processes and fall within normal commercial tolerances. Such variations shall not constitute a defect, nonconformance, or grounds for rejection, chargeback, refund, credit, or discount, provided the products otherwise conform to the applicable specifications.

8. Production Schedule

Estimated completion dates and delivery dates are estimates only and are subject to change without liability.

Production schedules may be affected by raw material availability, testing requirements, quality investigations, customer delays, equipment maintenance, labor availability, regulatory requirements, force majeure events, or other circumstances beyond NewVue’s reasonable control. Production delays do not automatically entitle the Purchaser to credits, discounts, penalties, chargebacks, or cancellation rights.

If the Purchaser delays providing artwork, approvals, formula sign-off, payment, or other information or materials NewVue reasonably requires to proceed, the estimated completion and delivery dates shall automatically extend by a period at least equal to the length of the Purchaser’s delay, and NewVue shall have no liability for the resulting delay.

9. Pricing, Discounts, and Offsets

Invoices are due in full according to the payment terms stated on the invoice.

No credits, deductions, chargebacks, offsets, or discounts may be taken unless expressly approved in writing by NewVue.

If a refund or credit is under review, the Purchaser shall pay the invoice in full by its due date. Any approved refund or credit will be issued after NewVue completes its investigation and determines the appropriate amount.

10. Payment Terms

By accepting this invoice, the Purchaser agrees to pay all amounts due according to the payment terms stated on the invoice.

Any unpaid balance shall automatically accrue a finance charge of 2.5% per month (30% annually), or the maximum rate permitted by applicable law, whichever is lower.

The Purchaser shall also be responsible for all reasonable collection costs, attorney’s fees, court costs, and expenses incurred in collecting overdue amounts.

The Purchaser shall not withhold, offset, recoup, or debit any amount owed to NewVue against any other amount NewVue owes the Purchaser. As security for full and prompt payment of all amounts owed, the Purchaser grants NewVue a present and continuing first-priority purchase money security interest in all products the Purchaser purchases from NewVue, and appoints NewVue as its attorney-in-fact to sign and file UCC financing statements and related documentation NewVue reasonably deems necessary to perfect that security interest.

11. Transportation and Risk of Loss

Unless otherwise agreed in writing, the Purchaser is solely responsible for arranging transportation of finished goods. Delivery shall be FCA (Incoterms 2020) at NewVue’s designated facility, and title and risk of loss pass to the Purchaser upon delivery to the Purchaser’s carrier. If, at the Purchaser’s request, NewVue arranges pick-up and delivery using a common carrier, risk of loss nonetheless passes to the Purchaser as of pick-up, and the Purchaser shall maintain sufficient insurance in the event products are damaged, destroyed, or lost in transit.

NewVue’s responsibility ends upon loading the products onto the carrier designated by the Purchaser. NewVue reserves the right to ship partial orders, at the Purchaser’s expense, and to over- or under-ship up to 10% of a purchase order’s quantity, in which case the Purchaser shall pay for the actual quantity shipped and related shipping charges. Orders not picked up by the Purchaser or its carrier within seven (7) days of completion may be shipped to a third-party warehouse selected by NewVue, with notice to the Purchaser; in that event, title, risk of loss, and responsibility for shipping and storage costs pass to the Purchaser.

The Purchaser is solely responsible for providing all shipping instructions to its carrier, including but not limited to:

Load securement requirements
Temperature or refrigerated transportation requirements
Double-stacking limitations
Special pallet labeling
Packaging requirements
Delivery restrictions

Any special shipping, labeling, palletizing, or packaging requirements must be provided in writing with the purchase order. Failure to do so relieves NewVue of responsibility for noncompliance with such requirements.

The Purchaser may request up to nine (9) samples per batch, pulled from the beginning, middle, and end of a production run, shipped to the Purchaser or one third-party recipient as a courtesy. Requests for additional samples or shipments to multiple recipients, or for finished-good samples pulled after packaging, shall be at the Purchaser’s cost, including applicable per-pallet handling and shipping charges. Samples retained by NewVue for quality control, stability, or regulatory purposes remain the property of NewVue.

12. Storage Conditions After Shipment

Once products have been delivered to the Purchaser’s carrier or to a warehouse designated by the Purchaser, the Purchaser is solely responsible for maintaining appropriate storage conditions, including humidity control, refrigeration, freezing, protection from sunlight and heat, and general warehouse conditions suitable for the products. NewVue shall have no liability for damage, deterioration, spoilage, or loss of efficacy resulting from improper storage after delivery to the Purchaser’s carrier or designated warehouse.

Storage of Purchaser-owned raw materials, components, or products at NewVue’s facility beyond any period specified in these Terms or an accepted purchase order shall be subject to a storage charge of $25 per pallet per week, or such other rate as NewVue may specify in writing, payable by the Purchaser.

13. Stability and Shelf Life

Shelf life and expiration dating for products are established based on NewVue’s recommended storage conditions. The Purchaser is responsible for storing and distributing products in accordance with those recommended conditions. NewVue shall have no liability for reduced shelf life, loss of potency, or product failure resulting from storage or handling outside of its recommended conditions, including without limitation storage in non-climate-controlled warehouses or facilities exposed to excessive heat, humidity, or sunlight.

14. Artwork, Labeling, and Packaging Approval

The Purchaser is solely responsible for reviewing and approving all artwork, labels, inserts, packaging, barcodes, regulatory statements, nutrition facts and supplement facts panels, ingredient declarations, allergen statements, lot coding, expiration dating, and other printed materials before production begins.

NewVue shall not be liable for errors or omissions contained in artwork, labeling, or other printed materials that the Purchaser has approved.

15. Purchaser’s Regulatory and Marketing Responsibility

The Purchaser is solely responsible for ensuring compliance with all laws, regulations, and third-party requirements applicable to its marketing, sale, and distribution of the products, including without limitation:

structure/function claims;
health claims;
disease claims;
Federal Trade Commission requirements;
Amazon and other online marketplace requirements;
retailer-specific requirements;
state labeling requirements;
foreign regulations applicable to products sold or distributed outside the United States; and
import and export compliance.

NewVue manufactures the products and does not review, approve, or assume responsibility for the Purchaser’s marketing claims or regulatory compliance in any jurisdiction.

16. Warranty

NewVue warrants that it possesses sufficient right, title, and interest in the products to sell and transfer them to the Purchaser free and clear of liens and encumbrances, such that full and clear title passes to the Purchaser upon delivery.

EXCEPT AS SET FORTH IN THIS SECTION, THE PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, DESIGN, OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY NEWVUE. NEWVUE DOES NOT AND SHALL NOT WARRANT PRODUCT COMPLIANCE WITH CALIFORNIA’S SAFE DRINKING WATER AND TOXIC ENFORCEMENT ACT OF 1986 (“PROPOSITION 65”) UNLESS NEWVUE ISSUES A SPECIFIC WRITTEN WARRANTY TO THAT EFFECT.

These warranty disclaimers and exclusions apply even if any warranty set forth above fails of its essential purpose.

17. Important Notice

The information contained in these Terms of Service has not been approved, endorsed, or reviewed by the Food and Drug Administration (“FDA”). By purchasing products from NewVue, the Purchaser agrees that it has read and understands all applicable FDA recommendations and warnings related to the products sold, including vitamins, supplements, and topical or ingestible products.

The Purchaser is fully responsible for how it uses the products, regardless of any directions or instructions NewVue may provide. NewVue does not take responsibility for any damage, loss, or injury allegedly resulting from exposure to any product supplied under these Terms. Through the sale and distribution of products, NewVue does not intend to treat, diagnose, or prevent any ailment, disease, or condition, nor to replace medical assistance or provide medical or other professional advice regarding the safety or suitability of any product for any therapeutic, nutritional, or medical purpose.

18. Compliance with Laws

The Purchaser is solely and exclusively responsible for each product’s compliance with all laws and regulations of the jurisdictions where it distributes or offers the product for sale, including California’s Proposition 65 and its implementing regulations. The Purchaser is responsible for determining whether a product requires a Proposition 65 warning label and when a warning obligation is triggered, and for providing any required, compliant warning label to consumers. The Purchaser acknowledges that NewVue neither assesses products for Proposition 65 compliance nor reviews the adequacy of warning labels.

19. Human Rights and Anti-Trafficking / Modern Slavery

NewVue and the Purchaser each agree to maintain compliance with NewVue’s Human Rights Policy and all applicable laws and regulations relating to human trafficking and modern slavery.

20. Insurance

NewVue shall maintain comprehensive general liability insurance, including products liability coverage, with limits of not less than US$1 million per occurrence and US$3 million in the aggregate, and shall provide the Purchaser a Certificate of Insurance upon written request. At the Purchaser’s written request, the Purchaser shall be named as an additional insured under NewVue’s policy.

The Purchaser shall likewise maintain comprehensive general liability insurance, including products liability coverage, with limits of not less than US$1 million per occurrence and US$3 million in the aggregate, naming NewVue as an additional insured, and shall provide NewVue a Certificate of Insurance annually or upon request. If the Purchaser’s products liability coverage is written on a claims-made basis, it must carry a retroactive date on or before the start of work under the applicable purchase order, and the Purchaser must purchase tail or extended-reporting-period coverage, or otherwise maintain claims-made coverage, for at least three (3) years after NewVue completes the applicable products.

Each party waives, and shall cause its insurers to waive, any right of subrogation against the other party to the extent of the insurance coverage maintained under this Section.

21. Good Manufacturing Practices

NewVue manufactures products in accordance with current Good Manufacturing Practices (“cGMP”) applicable to its facilities. NewVue does not warrant or assume any responsibility for the Purchaser’s repackaging, relabeling, warehousing, or distribution of products after they leave NewVue’s control, and any such activities performed by or for the Purchaser are outside the scope of NewVue’s cGMP compliance and warranties.

22. Confidentiality

Each party agrees to hold in confidence, and not to disclose to any third party without the other party’s prior written consent, the other party’s formulas, pricing, product specifications, manufacturing processes, and other proprietary or non-public business information disclosed in connection with these Terms, except as required by law or governmental authority, or as necessary to perform obligations under an accepted purchase order. This obligation shall survive termination of these Terms.

23. Limitation of Liability

NewVue’s total liability arising from any purchase order, invoice, or products supplied shall be limited to repair, replacement, or refund of the purchase price of the affected products, at NewVue’s sole discretion. NewVue’s liability for any claim shall in no case exceed the price set forth in the purchase order allocable to the products directly giving rise to the claim. This remedy is the Purchaser’s sole and exclusive remedy for any claim arising from these Terms, any purchase order, or the products supplied.

Under no circumstances shall NewVue be liable for consequential, incidental, indirect, punitive, special, or exemplary damages, including but not limited to lost profits, loss of business, recall expenses, loss of goodwill, customer claims, regulatory penalties, or business interruption, except to the extent caused by NewVue’s gross negligence or willful misconduct. The parties acknowledge that the exclusions and limitations in this Section constitute an essential basis of their bargain and shall apply to the maximum extent permitted by applicable law.

24. No Consequential Production Claims

NewVue shall not be liable for lost sales, retailer penalties, Amazon or other marketplace chargebacks, customer penalties, production downtime, business interruption, or lost profits arising from delays, shortages, quality investigations, recalls, or product nonconformance. The Purchaser expressly waives any right to recover such damages from NewVue.

25. Indemnification

The Purchaser shall indemnify, defend, and hold harmless NewVue and its affiliates, members, managers, officers, employees, consultants, agents, and other representatives from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses arising directly or indirectly from:

the Purchaser’s breach of these Terms;
the Purchaser’s use, sale, marketing, or distribution of products supplied by NewVue;
the gross negligence, willful misconduct, or violation of applicable law by the Purchaser or its employees or agents;
any allegation that products or other proprietary material provided by the Purchaser infringes, misappropriates, or otherwise violates the rights of a third party, including intellectual property rights;
use or storage of raw materials or packaging materials sourced by the Purchaser;
product liability claims arising from products that otherwise comply with NewVue’s warranties or the Purchaser’s own specifications;
marketing, promotion, distribution, advertising, or sales of products by the Purchaser or its agents;
product non-compliance with Proposition 65 or any law for which the Purchaser bears responsibility under Section 18;
the Purchaser’s failure to comply with applicable Extended Producer Responsibility laws, or its use of or reliance on information NewVue provides in that connection; and
enforcement of this indemnification.

26. Default

NewVue may, upon notice to the Purchaser, terminate all or part of a purchase order, modify payment terms, or change its method of applying payments if: (a) the Purchaser fails to make timely payment of any invoice; (b) the Purchaser files, or has filed against it, a petition for bankruptcy or commences any proceeding related to bankruptcy or debtor relief; (c) the Purchaser becomes insolvent; (d) the Purchaser is otherwise in breach of a purchase order; or (e) NewVue, in its sole judgment, determines that the Purchaser’s financial condition endangers its performance (each, a “Default”).

Upon a Default, NewVue may exercise all rights available under applicable law to mitigate its damages, including selling undelivered but completed product in its finished state, or repackaging or re-branding completed product, regardless of the Purchaser’s intellectual property rights. No waiver by NewVue of any breach or Default shall be deemed a waiver of any other or subsequent breach or Default, nor shall delay or omission in exercising a right operate as a waiver of that right.

27. Term and Termination

These Terms commence upon NewVue’s acceptance of the Purchaser’s first purchase order and continue until terminated as set forth herein. NewVue may terminate these Terms, or any part of them, by written notice at any time, provided the parties continue to perform under any purchase orders already accepted before the termination date.

If termination follows a Default, it shall be without liability of any kind to NewVue. If NewVue has obtained raw materials or packaging that cannot be returned or reused for other customers, the Purchaser remains liable for all non-cancelable, non-refundable costs associated with those materials.

28. Remedy

Except as modified by these Terms, NewVue shall have all rights and remedies afforded by the Uniform Commercial Code as in effect in the State of [CONFIRM: governing state, e.g. the state where NewVue is registered]. Any term defined by the Uniform Commercial Code that is used in a purchase order or these Terms shall, unless otherwise stated, have the meaning given to it in the Uniform Commercial Code.

29. Force Majeure

NewVue may postpone delivery of products for a reasonable time and shall be relieved of performance, without liability, for any delay or failure directly or indirectly caused by circumstances beyond its reasonable control, including acts of God; new or amended government acts, regulations, or laws; war; embargoes; civil unrest; destruction of production or storage facilities by fire, earthquake, or storm; unavailability of ingredients, components, or packaging; labor disturbances or strikes; pandemics, epidemics, or the spread of contagious disease; shortages of public utilities, common carriers, or raw materials; tariffs; FDA or other regulatory holds; customs delays; vendor or supplier shutdowns; cyberattacks and ransomware incidents; inflation or extraordinary cost increases; and transportation or trade embargoes.

30. Supplier Substitution

If a specified raw material, ingredient, or component becomes unavailable, delayed, or commercially impracticable to obtain, NewVue may propose an alternate supplier or source of comparable quality, subject to the Purchaser’s written approval, which shall not be unreasonably withheld or delayed.

31. Products

NewVue may revise or discontinue any product at any time and shall have no liability for the unavailability or discontinuation of any product or quantity not expressly set forth in an accepted purchase order. Nothing in these Terms shall be construed as a minimum-quantity guarantee for the availability or manufacture of any product. NewVue reserves the right to limit order quantities at any time, without notice, before accepting a purchase order, and prices and promotions are subject to change without notice.

The Purchaser represents and warrants that any formula it submits for use in a product, whether originated by the Purchaser or developed, in whole or in part, by NewVue, is owned by the Purchaser, or that the Purchaser otherwise holds the rights and licenses necessary to use and sell the formula. Flavors and flavoring systems developed by NewVue and manufactured by third-party flavor manufacturers for use in the Purchaser’s product remain the proprietary property of NewVue.

Except as otherwise agreed in a separate signed writing, any formulation developed by NewVue, whether alone or jointly with the Purchaser, remains the sole property of NewVue. The Purchaser’s rights are limited to having NewVue manufacture products using that formulation under an accepted purchase order, and the Purchaser acquires no ownership interest in, and may not use, license, or disclose, the formulation for any other purpose.

32. Tooling

Dies, punches, screens, plates, printing cylinders, and other tooling used in manufacturing the Purchaser’s products remain the property of NewVue unless the Purchaser has paid the full cost of such tooling and the parties have agreed in writing that ownership transfers to the Purchaser. NewVue may retain custody of any Purchaser-owned tooling for use in fulfilling the Purchaser’s purchase orders and shall not be liable for normal wear affecting such tooling.

33. Compliance with EPR Laws

The Purchaser acknowledges and agrees that it is solely responsible for complying with all applicable extended producer responsibility (“EPR”) and per- and polyfluoroalkyl substance (“PFAS”) laws, regulations, and obligations relating to products supplied under these Terms, in every jurisdiction where such products are sold, distributed, or otherwise supplied by the Purchaser. Upon the Purchaser’s reasonable written request, NewVue shall provide information and documentation in its possession that is reasonably necessary to assist the Purchaser’s compliance with EPR laws. NewVue does not warrant that such information or documentation is sufficient for the Purchaser’s compliance purposes, and the Purchaser remains solely responsible for determining its compliance obligations.

34. Quality Agreement

If NewVue and the Purchaser have executed a separate quality agreement, that quality agreement governs matters of product quality and compliance specifically addressed therein. These Terms of Service continue to govern all commercial terms, including pricing, payment, delivery, liability, and termination, and in the event of any conflict between these Terms and a quality agreement regarding commercial matters, these Terms shall control.

35. Audit Rights and Records Retention

The Purchaser may audit NewVue’s manufacturing and quality records directly relevant to the Purchaser’s products upon reasonable prior written notice, during normal business hours, and no more than once per calendar year, unless otherwise required by a regulatory authority or in connection with an active quality investigation.

NewVue shall retain manufacturing and quality records relating to the Purchaser’s products for the period required by applicable law or, absent such a requirement, for a commercially reasonable period.

36. Assignment

The Purchaser shall not sell or assign any of its rights or responsibilities arising under a purchase order without NewVue’s prior written consent. NewVue may assign these Terms and any purchase order, without the Purchaser’s consent, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets of NewVue’s business.

37. No Oral Modifications

No employee, sales representative, project manager, account manager, or other representative of NewVue has authority to waive or modify these Terms of Service unless the modification is contained in a written agreement signed by an authorized officer of NewVue.

38. Amendments

NewVue retains the right to update these Terms of Service in writing at any time upon notice to the Purchaser, with such updated terms becoming effective as to all purchase orders issued and accepted following the date of that notice.

39. Severability

If any term of these Terms is rendered unenforceable or invalid by court order or operation of applicable law, that term shall be deemed severed or reformed to the minimum extent necessary to comply while preserving its intended function, and the remainder of these Terms shall continue in full force and effect to the maximum extent permitted by law.

40. Relationship of the Parties

NewVue and the Purchaser are independent contractors of one another, and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship.

41. General Provisions

Electronic Signatures and Communications

Electronic signatures and electronic communications, including email and electronic order confirmations, are valid and binding to the same extent as their physical counterparts.

Counterparts

These Terms and any related agreement may be executed in counterparts, each of which shall be deemed an original.

Survival

Provisions of these Terms which by their nature should survive termination, including without limitation those addressing Payment Terms, Warranty, Limitation of Liability, No Consequential Production Claims, Indemnification, Confidentiality, Products (formula ownership), Tooling, and Governing Law, shall survive termination or expiration of these Terms.

Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party, and no such waiver shall be deemed a waiver of any other or subsequent breach.

Cumulative Remedies

The rights and remedies available to NewVue under these Terms are cumulative and in addition to, and not in lieu of, any other rights or remedies available at law or in equity.

42. Export Controls, Sanctions, and Anti-Bribery Compliance

The Purchaser shall comply with all applicable export control and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), and represents that it is not located in, or owned or controlled by any person located in, a country or territory subject to comprehensive U.S. sanctions, nor identified on any applicable restricted-party list.

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, in connection with these Terms.

43. Taxes and Tariffs

All prices are exclusive of sales, use, excise, value-added, and similar taxes, as well as tariffs and duties, which shall be the Purchaser’s responsibility unless the Purchaser furnishes a valid exemption certificate. NewVue reserves the right to adjust pricing to reflect increased tariffs, duties, or currency fluctuations affecting the cost of imported raw materials, components, or packaging, upon written notice to the Purchaser.

44. Governing Law

These Terms of Service shall be governed by the laws of the State of [CONFIRM: governing state, e.g. the state where NewVue is registered], without regard to its conflict-of-law rules. Any dispute arising from these Terms shall be brought exclusively in the state or federal courts located in [CONFIRM: governing state, e.g. the state where NewVue is registered], and the Purchaser expressly waives any objection to the convenience or venue of such courts.

45. Schedule A: Purchase Order Terminations and Modifications

Purchase Order Terminations

If the Purchaser terminates a purchase order within one (1) week of NewVue’s acceptance, no termination fee applies.
If the Purchaser terminates a purchase order thereafter but before the start of production, the Purchaser shall pay a termination fee equal to 50% of the purchase order price.
If the Purchaser terminates a purchase order once production has begun, the Purchaser shall pay a termination fee equal to 75% of the purchase order price.
If the Purchaser terminates a purchase order after production is complete and until the product is packaged, the Purchaser shall pay a termination fee equal to 100% of the purchase order price.

Purchase Order Modifications: Quantity Decrease

A quantity decrease requested within one (1) week of acceptance is acceptable at no charge.
A quantity decrease requested thereafter but before production begins is subject to payment of 50% of the purchase order price.
A quantity decrease requested once production has begun is subject to payment of 75% of the purchase order price.
A quantity decrease requested after production is complete and until the product is packaged is subject to payment of 100% of the purchase order price.

Purchase Order Modifications: Quantity Increase

A quantity increase requested within one (1) week of acceptance is acceptable.
A quantity increase requested at any later stage will result in a new line being added to the purchase order rather than a modification of the existing line.

Purchase Order Modifications: Delivery Date Push-Out

A request to push out the delivery date within one (1) week of acceptance is acceptable at no charge.
A request made thereafter but before production begins is subject to payment of 50% of the purchase order price.
A request made once production has begun is subject to payment of 75% of the purchase order price.
A request made after production is complete and until the product is packaged is subject to payment of 100% of the purchase order price.

Purchase Order Modifications: Delivery Date Pull-In

A request to pull in the delivery date within one (1) week of acceptance is subject to raw material availability.
A request made at any later stage is subject to NewVue’s production scheduling.

Purchase Order Modifications: Formulation Change

A formulation change requested within one (1) week of acceptance is acceptable at no charge.
A request made thereafter but before production begins is subject to NewVue’s approval and a 5% change fee.
A request made once production has begun, or after production is complete, cannot be honored.

Purchase Order Modifications: Components or Artwork Change

A request made within one (1) week of acceptance is acceptable at no charge.
A request made thereafter but before production begins is subject to payment of 50% of the purchase order price plus a 5% change fee.
A request made once production has begun is subject to payment of 75% of the purchase order price plus a 5% change fee.
A request made after production is complete cannot be honored.

46. Contact Us

If you have any questions about these Terms of Service, please contact NewVue:

Email: info@mynewvue.com
Website: mynewvue.com

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