1. ACCEPTANCE

The Invoice appearing on the face or first page hereof (“Invoice”), or attached hereto, together with these terms and conditions (collectively “Invoice”), constitutes an acceptance by Innersense Organic Beauty, Inc. (“Seller “) of an order by the identified customer (“Customer”) for the Products specified on the Invoice (“Products”) to be delivered in accordance with the Invoice. Except as otherwise provided herein, it is agreed by Customer and Seller that this Invoice constitutes a binding contract between Seller and Customer incorporating all of its terms and conditions subject to the Reseller's Agreement with Seller. No alteration, or modification of any of the terms and conditions of this Invoice by Customer shall be binding on Seller and is expressly rejected by Seller unless made and agreed in writing by Seller on a date after the date of this Invoice. The Reseller’s Agreement with Seller controls in the case of any conflict with its terms by this Invoice. The Invoice and the Reseller’s Agreement are collectively referred to hereinafter in this document as “Agreement.” Any contrary terms and conditions from any writing between Seller and Customer prior to the Agreement are rejected, invalid and unenforceable.

2. OBJECTIONS

Customer must raise any objections to the Invoice in writing within twenty-four (24) hours of receipt of the Invoice.

3. PAYMENT AND DELIVERY

The Invoice shall be paid in full by credit card prior to delivery of the Products identified by it. Unless otherwise agreed on the Invoice all deliveries of Products shall be by UPS and FedEx at Customer’s cost to the address in the Agreement and are subject to availability. Customer shall supply its account number for shipment by Customer’s preferred carrier. Seller may, from time to time, change delivery schedules specified in the Invoice or other operative writing or direct temporary suspension of such scheduled delivery without cost, penalty, or liability to Customer. Seller may deliver partial orders.

4. DELAYS

Seller will endeavor to give Customer reasonable notice of any delay in delivery but shall not be liable for any costs, expenses, damages or loss Customer may claim for any delay of any order under any Invoice.

5. INSPECTION AND RETURNS

All Product returns require return authorization (“RA”) from Seller. Customer shall inspect and test all Products at the time of delivery. In the event Customer claims any Products are defective in material or workmanship, or otherwise fail to meet the specifications or warranties of this Invoice, Customer shall notify Seller within seven (7) days and provide Seller with adequate support for the claim. Seller retains the right to have the Products independently tested and inspected. Upon Seller’s acceptance of the claim Seller shall replace the Products with conforming Products, or refund Customer’s purchase monies at Seller’s option and credit Customer for shipping costs. Any refund shall first be applied against any outstanding amounts of Customer’s account with Seller. Returns of undamaged Products meeting the Invoice specifications and warranties upon delivery must be returned within thirty (30) days of issuance of an RA and will receive an account credit net of a twenty (20%) restocking fee. Refunds are not available for Products damaged after receipt by Customer including during return or Products with promotional prices or packaging.

6. WARRANTIES

SELLER WARRANTS THAT THE PRODUCTS COVERED BY THIS INVOICE WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR TWO (2) YEARS WHEN UNOPENED AND ONE (1) YEAR AFTER OPENING. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF THE TRADE. CUSTOMER’S SOLE REMEDY FOR ANY CLAIMS ARISING FROM PRODUCTS IS RETURN OF THE PURCHASE PRICE FOR THE PRODUCTS OF THE APPLICABLE INVOICE.

7. TERMINATION / CANCELLATION

Seller reserves the right to cancel all or any part of the unfulfilled and unshipped portion of any Invoice without liability if Customer does not make payment or take delivery as specified within the time stated in the Invoice or breaches any these Terms and Conditions.

8. WAIVER

The failure of either party at any time to require performance by the other party of any provision in these Terms and Conditions or the Reseller’s Agreement shall in no way affect the full right to require such performance at any time thereafter, and neither shall the waiver by either party of a breach of any provision in these Terms and Conditions constitute a waiver of any succeeding breach of the same or any other such provision or constitute a waiver of the provision itself. Remedies herein reserved shall be cumulative and additional to any other remedies provided by law.

9. COMPLETE AGREEMENT

The Agreement contains the complete and final agreement between Customer and Seller as to the terms and conditions of their relationship and purchase and sale of Product subject to the Invoice, and no agreement or other understanding in any way purporting to modify the agreement shall be binding upon Seller unless after the date of this Invoice made in writing and signed by Seller.

10. GOVERNING LAW

All controversies or claims arising from the Invoice, these Terms and Conditions, the Reseller’s Agreement and the Products identified on the Invoice shall be governed by and resolved in accordance with the laws of the State of California, without regard for any conflict of law principles.

11. DISPUTE RESOLUTION

Exclusive jurisdiction for any controversy or claim arising out of or relating to this Agreement, or to interpret or enforce this Agreement or any term thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be in an arbitration conducted by JAMS, Inc. under the Federal Arbitration Act in accordance with its Commercial Rules in Contra Costa County, California, and the provisions of Cal. Civ. Pro. Section 1283.05 are incorporated herein for application in such arbitration. All proceedings and records and filings in connection therewith shall be confidential and not disclosed by either Party without notice and consent of the other Party. THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, THEY ARE IRREVOCABLY GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.