Terms and Conditions

1. Controlling Document – Sundial Herbs & Herbal Products. (“Sundial Herbs & Herbal Products”) hereby accepts the Buyer’s order pursuant to and conditioned on the Buyer’s assent to the terms and conditions set forth herein, and Sundial Herbs & Herbal Products agrees to furnish goods (the “Product” or “Products”) only upon these terms and conditions. This document constitutes the entire agreement between the parties. Differing terms and conditions shall require a separate written agreement. THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. No course of prior or current dealings between the parties and no usage of trade shall be relevant to, supplement or explain any term nor shall course of prior or current dealings constitute a waiver of any of the terms contained herein. Photocopies, electronic copies and facsimile transmissions of documents shall be effective as originals and shall be considered a “writing” between the parties. Buyer is deemed to have accepted the Terms and Conditions contained herein upon shipment of the Product.

• 2. Prices and Taxes – Buyer shall pay Sundial Herbs & Herbal Products the standard price for Product(s) listed by Sundial Herbs & Herbal Products on the date Sundial Herbs & Herbal Products ships the Buyer’s order or any price expressly quoted by Sundial Herbs & Herbal Products in writing to the Buyer. Sundial Herbs & Herbal Products reserves the right to change the price on future orders of Products. All prices listed or quoted shall be exclusive of delivery charges, taxes, customs, duties, or other customary shipping fees unless otherwise expressly stated. All special labeling requirements and/or changes may be subject to an applicable service fee.

• 3. Shipment – Sundial Herbs & Herbal Products makes efforts to meet Buyer’s requirements for Product delivery whenever possible. However, any shipping, delivery, or processing dates as indicated by Buyer or Sundial Herbs & Herbal Products are estimates only, and Sundial Herbs & Herbal Products shall have no liability to Buyer for failure to complete delivery of an order by the date indicated or for any of Buyer’s incidental, indirect or consequential damages arising from a delay. Sundial Herbs & Herbal Products shall ship Product to Buyer F.O.B. Origin, with packaging and carriers as designated by Sundial Herbs & Herbal Products, unless otherwise specified in writing between the parties. All orders cancelled or modified by the customer prior to shipment may be subject to a 20% restocking fee. Sundial Herbs & Herbal Products’ title to Product passes to Buyer upon delivery of Product to the carrier for shipment, with carrier acting as Buyer’s agent. Buyer assumes the risk of loss for Product in transit and shall be responsible for obtaining insurance, if desired. For foreign shipments Buyer assumes all risk and responsibility relating to entry of Product into the country of destination, and Sundial Herbs & Herbal Products makes no warranties or guaranties relating thereto, and shall have no liability relating thereto. Sundial Herbs & Herbal Products will not consider any claim for non-conforming Product or shortages (“Non-Conformances”) unless Buyer complies with the notice and authorization requirements set forth at paragraph 6. Buyer may not return Product without Sundial Herbs & Herbal Products’ written authorization. If a return is authorized, Buyer shall return all non–conforming Product within 10 days after receipt of authorization, and shall ship the Product F.O.B. Destination. All Product sought to be returned must be within the expiry period and received not later than 45 days after originally shipped by Sundial Herbs & Herbal Products. All returns must be sent to Sundial Herbs & Herbal Products, 3609 Boston Road, Bronx NY, 10466. All unauthorized returns will become the property of Sundial Herbs & Herbal Products and no credit will be issued. Product for which delivery is suspended pending payment by Buyer, as well as Product of which delivery is wrongfully rejected or not accepted by Buyer, shall be held and stored by Sundial Herbs & Herbal Products at risk and expense of Buyer. Special delivery terms may apply contact Sundial Herbs & Herbal Products for details.

• 4. Terms of Payment – Payment for Product shall be due as of the payment date stated on the Sundial Herbs & Herbal Products’ invoice. Any overdue payment may be subject to a late payment charge of l.5% per month (18% per year) or the highest amount permitted by law, whichever is less. Unless otherwise indicated in writing, each shipment shall be considered an independent transaction and payment therefore shall be made accordingly. Invoiced freight charges include applicable shipping, handling, and processing charges. All orders are subject to approval of Sundial Herbs & Herbal Products credit department. If in the judgment of Sundial Herbs & Herbal Products the financial condition of the Buyer at any time does not justify continuance of shipment on the terms of payment specified, Sundial Herbs & Herbal Products may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against Buyer under insolvency laws, Sundial Herbs & Herbal Products shall be entitled to cancel any order of the Buyer then outstanding and shall receive reimbursement from Buyer for Sundial Herbs & Herbal Products’ cost as of the date of cancellation. Buyer authorizes Sundial Herbs & Herbal Products to investigate Buyer’s credit and financial standing, Buyer will supply any financial information reasonably requested by Sundial Herbs & Herbal Products, Sundial Herbs & Herbal Products agrees to hold such information confidential, and Sundial Herbs & Herbal Products’ reserves the right to require Buyer’s principles to guaranty payment on any order before, during or after fulfillment of any order. Sundial Herbs & Herbal Products shall maintain a priority purchase money security interest in the Product (and replacement) delivered hereunder and in the proceeds from the sale and disposition thereof, until Buyer has made payment in full for such Product. Buyer shall, upon request by Sundial Herbs & Herbal Products, execute all documents (such as UCC-l) necessary to perfect such security interest in Product. Sundial Herbs & Herbal Products has the right, upon demand, to repossess Product delivered hereunder if Buyer fails to make timely payment. All payments shall be made without any deduction and free of any set-off or other counterclaim.

• 6. Inspection – Buyer shall be responsible for inspecting and examining all Product shipped hereunder prior to acceptance. Buyer shall give Sundial Herbs & Herbal Products written notice of rejection specifying the alleged Non-Conformance within five days following delivery to Buyer. Failure to provide such written notice of rejection within the five days of delivery shall be deemed to be acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling, alteration or incorporation of the Product by the Buyer shall be deemed acceptance of the Product as of the date of shipment.

• 7. Warranty – There are no express warranties hereunder. The liability of Sundial Herbs & Herbal Products for any claim brought by the Buyer is limited, at Sundial Herbs & Herbal Products’ option, solely to replace the Product, or apply an appropriate credit adjustment not to exceed the sales price of the Product to Buyer. If the claim is relative to Non-Conformance, Buyer is only entitled to the remedies listed above provided that (a) Sundial Herbs & Herbal Products is notified in writing by Buyer within five days of receipt of alleged Non Conformance setting forth the alleged Non-Conformance, date of purchase, date of receipt, and invoice number; (b) Buyer shall set aside and hold such Product without further use or processing until Sundial Herbs & Herbal Products advises Buyer as to the proper disposition of the Product; and (c) unless shortage, the Products returned to or inspected by Sundial Herbs & Herbal Products, and Sundial Herbs & Herbal Products determines that Non-Conformance exists, and was not caused by negligence, misuse, improper storage, or accident. Buyer shall have no right to “cover” by procuring substitute goods at the expense of Sundial Herbs & Herbal Products. SUNDIAL HERBS & HERBAL PRODUCTS HEREBY MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED. SUNDIAL HERBS & HERBAL PRODUCTS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SUNDIAL HERBS & HERBAL PRODUCTS. SUNDIAL HERBS & HERBAL PRODUCTS NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR SUNDIAL HERBS & HERBAL PRODUCTS ANY LIABILITIES. UNDER NO CIRCUMSTANCES SHALL SUNDIAL HERBS & HERBAL PRODUCTS, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGE, LOSS OR EXPENSE. Buyer’s remedies under this Agreement for any claim against Sundial Herbs & Herbal Products shall be solely and exclusively limited to replacement of the Product or a credit not to exceed the sales price of the Product to the Buyer. Said choice of remedy shall be in the sole discretion of Sundial Herbs & Herbal Products. This section sets forth the sole and exclusive remedy against Sundial Herbs & Herbal Products. No action may be taken against Sundial Herbs & Herbal Products for breach of this Agreement more than one year after the accrual of the cause of action.

• 8. Intellectual Property – All specifications, designs, data methods, patterns, and ideas made, used, conceived, developed or acquired by Sundial Herbs & Herbal Products incident to its performance under this Agreement and all patent, trade-secret, know how, copyright, trademark or other proprietary right there in shall be the exclusive property of Sundial Herbs & Herbal Products, and no part of the purchase price hereunder shall be deemed applicable to acquisition of or licensing of the foregoing unless otherwise agreed to in writing by Sundial Herbs & Herbal Products. No licenses to any intellectual property of Sundial Herbs & Herbal Products (including use of trademarks and trade names) are granted to Buyer. SUNDIAL HERBS & HERBAL PRODUCTS HEREBY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY. SUNDIAL HERBS & HERBAL PRODUCTS WILL NOT BE OBLIGATED TO DEFEND AND DOES NOT INDEMNIFY BUYER IN ANY WAY WHATSOEVER RELATING TO ANY THIRD PARTY’S INTELLECTUAL PROPERTY.

• 9. Force Majeure – Sundial Herbs & Herbal Products shall be relieved of the performance of its obligations for the duration and to the extent that it is prevented in the performance of its obligations by reasons of force majeure. For purposes of this clause, force majeure is defined as circumstances or events which may have not been foreseen at the time of entering into this transaction, which are not the fault of Sundial Herbs & Herbal Products and which prevent the performance of all obligations hereunder and which are not capable of being remedied. Force majeure events include, but are not limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain necessary labor, materials or manufacturing facilities, blockades, revolutions, industrial disputes and commercial impracticality.

• 10. Equal Employment Opportunity – Sundial Herbs & Herbal Products represents that it does not discriminate against its employees or applicants for employment on the grounds of race, color, religion, sex, sexual orientation, national origin or any other protected category. Sundial Herbs & Herbal Products complies with Executive Order 11246.

• 11. Indemnification – Buyer shall indemnify, defend, and hold Sundial Herbs & Herbal Products, its employees, suppliers, and agents harmless from and against any and all liabilities, damages, injuries, claims (irrespective of the legal theory on which any claim is based), suits, judgments, causes of action, and expenses (including attorneys’ fees, court costs and out-of-pocket expenses) suffered or incurred by Sundial Herbs & Herbal Products as a result of any action or omission by Buyer its employees or agents.

• 12. Assignability – Sundial Herbs & Herbal Products may assign or subcontract all or any portion of its right or obligations with respect to sale of the Product or assign the right to payment without Buyer’s consent. Buyer may not assign these Terms and Conditions, or any of its rights or obligations herein without prior written consent of Sundial Herbs & Herbal Products subject to the restrictions in assignment contained herein. These Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No portion of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties.

13. Law and Jurisdiction – This agreement shall be deemed to be made in New York State and governed in all respect by New York State law. The parties to this agreement irrevocably consent to the exclusive jurisdiction of the State and Federal Courts located in the State of New York. If any portion of this Agreement is found by a Court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the remainder of this Agreement.Terms for Purchasing from Suppliers & Vendors

• Scope – The terms and conditions set forth below govern all purchases by Sundial Herbs & Herbal Products. (” Sundial Herbs & Herbal Products”) and are applicable to and bind any party (“Vendor”) from which Sundial Herbs & Herbal Products purchases any product or material (“Product”). Unless these terms and conditions have been amended in writing by Sundial Herbs & Herbal Products these terms apply to every purchase of Product by Sundial Herbs & Herbal Products from Vendor. If there is any inconsistency between these terms and conditions and any terms and conditions contained in any other documents relating to the business relationship between Sundial Herbs & Herbal Products and Vendor, these terms and conditions shall prevail.

• Confidential Information – Vendor acknowledges that it may from time to time possess confidential information that has been created, discovered, developed by or provided to it by or on behalf of Sundial Herbs & Herbal Products, which information has commercial value in Sundial Herbs & Herbal product’s business and which is not in the public domain. Vendor will protect Sundial Herbs & Herbal product’s confidential information with the same degree of care that it would use in protecting its own confidential information. Vendor will not, without Sundial Herbs & Herbal product’s prior written consent, use or disclose any Sundial Herbs & Herbal Products confidential information to any person except its authorized employees who require the same in connection with fulfilling Vendor’s obligations to Sundial Herbs & Herbal Products. Vendor will not commercially utilize any Sundial Herbs & Herbal Products confidential information without Sundial Herbs & Herbal product’s express prior written consent.

• Non-Conforming or Unordered Products – Sundial Herbs & Herbal Products will have no obligation to accept or pay for any unordered or noncomplying Products. If Sundial Herbs & Herbal Products takes delivery of such nonconforming order, or any part of such an order, Sundial Herbs & Herbal Products reserves the right to deduct from its payment all actual or reasonable expenses incurred as a result of such non-conformity or non-compliance. Sundial Herbs & Herbal Products will have no obligation to accept or to pay for any substituted goods or excess shipment of any Product made without Sundial Herbs & Herbal product’s prior written approval.

• Shipment Constitutes Acceptance of Agreement – Shipment of Product by Vendor constitutes acceptance of these terms and conditions. Sundial Herbs & Herbal product’s offer to purchase from Vendor is expressly subject to Vendor’s acceptance of these terms and conditions, and precludes Vendor’s objection to these terms and conditions and/or Vendor’s inclusion of any different or additional terms or conditions. By accepting a Sundial Herbs & Herbal Products purchase order or by shipping Product to Sundial Herbs & Herbal Products, Vendor agrees that Sundial Herbs & Herbal Products is not bound by any other term or condition, whether written, oral, or otherwise, which is in any way inconsistent with or in addition to these terms and conditions.

• Representations, Warranties and Guarantees – Vendor makes the following representations, warranties and guarantees, in addition to any other warranty imposed by agreement, representation, or applicable law: a. The Product is of merchantable quality and of good material and workmanship, is free from contamination or impurity and defects in design and title, and is fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. b. The Product conforms in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. c. Vendor will in every manner of its business related to its relationship with Sundial Herbs & Herbal Products obey and conform to all applicable law, rules, and regulations.

• Indemnification – Vendor agrees to indemnify Sundial Herbs & Herbal Products, its employees, affiliates, shareholders, officers, directors, customers, agents and attorneys and hold each harmless against any loss, cost, damage, expenses or liability paid or incurred by them (including all costs, attorneys’ fees and other professional fees, and including all investigative costs and all indirect and consequential damages) arising from or relating, directly or indirectly, to any of the following: (i) Vendor’s breach of these terms and conditions or the terms of a Sundial Herbs & Herbal Products purchase order; (ii) claims for injuries or other damage arising from Product, notwithstanding any actual or alleged defect or hazard inherent in the Product or negligence of any indemnified party; (iii) any recall, inspection, testing, replacement or correction of Product, whether required by governmental authority or otherwise, (iv) the violation of any law, regulation, rule, order or restriction of any foreign or domestic governmental authority resulting from or incident to the sale or delivery of Product; (v) claims by any of Vendor’s subcontractors or suppliers, (vi) any product liability (including bodily injury and property damage), quality control issues, false advertising claims, or any claims regarding efficacy or effectiveness, directly or indirectly, relating to the Product; or (vii) Vendor’s infringement of any patents, copyrights, trademarks, trade names, trade dress or any other intellectual property rights of a third party relating to Product. We will notify Vendor of any claim against any party indemnified hereunder, if that party intends to seek indemnification from Vendor. Sundial Herbs & Herbal Products will control the defense and related settlement negotiations relating to any such claim. Vendor will cooperate with us in the preparation of such defense and negotiations.

• Waiver Severability – Sundial Herbs & Herbal Product’s failure to insist on strict performance of any of these terms and conditions, or to exercise any rights conferred, will not be construed as a waiver of its rights to assert or rely on any such term, condition, or right on any future occasion. Sundial Herbs & Herbal product’s rights and remedies hereunder are not exclusive, but are in addition to any other rights or remedies provided by equity, law or otherwise. If any of these terms or conditions is held invalid or unenforceable the remainder will not be affected thereby.

Disputes and Remedies, Governing Law and Venue – Sundial Herbs & Herbal product’s purchase of Product from Vendor and the relationship between Sundial Herbs & Herbal Products and Vendor shall be governed by Massachusetts law, without regard to its principles of conflicts of law, and all legal proceedings with respect thereto must be commenced in the State or Federal Courts located in the State of New York.New Paragraph