SCHEDULE 1

SPACE NK USA LLC PURCHASE ORDER TERMS AND CONDITIONS FOR THIRD PARTY SUPPLIERS

Notice to Supplier: Supplier’s agreement to comply with all terms and conditions on this Purchase Order is a condition of doing business with SPACE NK USA LLC and its Retail Partners (collectively referred to herein as “Purchaser”). Unless otherwise expressly agreed in writing by Purchaser, Supplier’s acceptance of any Purchase Order shall be deemed an acceptance of these terms and conditions.

  1. This purchase order (“PO”), including these terms and conditions, shall be binding on Supplier and its subsidiary and affiliated companies (“Supplier”) if no formal, express written exception is received by Purchaser within 10 days from the PO date. Acceptance is expressly limited to the terms herein (regardless of whether or when Supplier may have submitted or may submit its own terms and/or other documentation) and any additional terms or modifications submitted by Supplier shall be void unless specifically agreed to beforehand and in writing by Purchaser.
  2. The PO cost shall be binding on Supplier notwithstanding fluctuations in exchange rates or the monetary system of any currency.
  3. Supplier assumes all risk of loss prior to delivery and unloading of goods to Purchaser at Space NK Axcess Point, LLC, 850 Clark Drive, Mount Olive, NJ 07828 (or any different location specified by Purchaser) (“Delivery Location”) at which time risk in the goods shall pass to Purchaser. Title to the goods delivered to the Delivery Location shall pass to Purchaser on such delivery. The PO cost includes all packing, freight and other costs necessary to deliver goods in the case of CIF and all packing costs necessary to deliver the goods in the case of ex-works and FOB and in all cases all applicable taxes.
  4. SUPPLIER REPRESENTS AND WARRANTS THAT: (A) all goods supplied to Purchaser are of the highest quality; (B) all goods supplied to Purchaser correspond with their description and any applicable specification; (C) all goods supplied to Purchaser are of satisfactory quality within the sole discretion of Purchaser; (D) all goods supplied to Purchaser are fit and safe for any purpose held out by Supplier or made known to Supplier by Purchaser expressly or by implication, and in this respect Purchaser relies on Supplier’s skill and judgment; (E) all goods supplied to Purchaser are new and free from defects in design, material and workmanship; (F) all goods supplied to Purchaser have undergone a suitably robust product testing regime to determine product stability and durability; (G) all goods supplied to Purchaser have a shelf life of at least 24 months; (H) in the case of cosmetic products, all goods supplied to Purchaser (i) have undergone and passed a full and proper safety assessment of their components by suitably qualified persons on behalf of Supplier prior to placing them on the market for sale in accordance with applicable laws; and (ii) bear individual identification (e.g., batch number); and, (iii) are packed and secured in such manner as to enable them to reach the Delivery Location in the same condition they were in when they were dispatched by Supplier; (I) all goods supplied to Purchaser shall be transferred lawfully with good title and free from any security interest or other lien or encumbrance; (J) all goods shipped pursuant to this PO meet all industry and quality standards and Good Manufacturing Practices (the exercise of the best skill, expertise, care, professionalism, prudence, diligence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry, profession or trade Including without limitation compliance with (i) applicable regulatory requirements, as amended from time to time, for current good manufacturing practices promulgated by the Food and Drug Administration under the United States Federal Food, Drug and Cosmetic Act, 21 C.F.R. Sec. 210 et seq. (the “Act”) and any similar laws or regulations in the country where the goods are intended to be sold by Purchaser);(K) all goods supplied to Purchaser are manufactured in compliance with the Fair Labor Standards Act, to the extent applicable, and any applicable regulations thereunder and all other applicable laws regarding occupational health and safety of the exporting country and country in which the goods are produced; (L) all goods supplied to Purchaser are supplied with all labelling required by applicable laws in any country where the goods are intended to be sold by Purchaser governing the labelling of the goods. (M) In the case of CBD products Supplier has timely, fully and accurately applied for, completed and provided all necessary licenses, certificates of origin, Certificates of Analysis listing the concentration of THC as being lower than 3% as required by the Farm Bill and the percentage required by any similar law or regulation in the country where the goods are intended to be sold by Purchaser; and any other documentation required by law or by Purchaser.
    SUPPLIER FURTHER REPRESENTS AND WARRANTS that the goods will at the time of delivery not be adulterated or misbranded within the meaning of the Act or within the meaning of any other State or municipal applicable law in which the definitions of adulteration and misbranding are substantially the same as that contained in the Act, as such Act and such laws are constituted and effective at the time of delivery and will not be a product which may not, under the provisions of such Act, be introduced into interstate commerce; the weights and measures, sizes, legends, words and particulars or descriptions, if any, stamped, printed or otherwise attached to the goods or their containers are true and correct and in compliance with all applicable laws; the goods are in full compliance with California Proposition 65 (Calif. Health & Safety Code 25249.5-25249.13) and its implementing regulations (22 Calif. Code Reg. Sec. 12000 et seq.), including that the goods do not contain chemicals known to the State of California to cause cancer or reproductive toxicity, that the quantity of the chemical(s) in question is in compliance with all applicable laws, including California Proposition 65 and any similar law enacted in any other state or country where the goods are intended to be sold, or that the goods carry a warning label that complies with California law and any similar law enacted in any other state or country where the goods are intended to be sold; and all statements made by Supplier regarding, and all descriptive literature about the goods provided to Purchaser are warranties.
  5. As the manufacturer and supplier of the products, the Brand agrees to defend, indemnify and hold SNK and all relevant Retail Partners harmless from any and all claims, actions, liabilities, losses, damages and expenses (including reasonable attorney’s fees) arising out of or related in any way to: (1) the design, manufacture or shipment of any product ; (2) the purchase or use of such product by customers of SNK/the Retail Partners to the extent that any loss is attributable to the acts or omissions of the Brand, its employees, agents or subcontractors; (3) the Brand’s breach of or its failure to perform under any provision of this Agreement, including all documents specifically incorporated herein and any applicable laws and/or regulations with which the product is required to comply; (4) the Brand’s breach of any representation or warranty set forth herein; (5) removing the product from sale, conducting inspections and taking samples for testing; (6) the issuing of a recall notice and the implementation of the removal of the product from sale; (7) any claim made against SNK or any Retail Partners by a third party for death, personal injury or damage to property arising out of or in connection with the use of a sample or tester product or demonstration of a product in one of the Retail Partner’s stores or other premises; or (8) breach of any applicable laws; or (9) any dispute with any of the Brand's subcontractors, employees, independent contractors, manufacturers, agents, suppliers or other person engaged by the Brand in relation to this Agreement.
  6. If either party is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any of the products ordered pursuant to this PO from the market (“Recall Notice”) it shall immediately (a) notify the other party in writing enclosing a copy of the Recall Notice; and (b) proactively co-operate with the other party and/or the governmental or regulatory authority to remove the products from sale. In the event a product ordered pursuant to this PO is recalled or removed from sale because (a) Purchaser considers that it is not or not likely to be as warranted; or (b) the necessary licenses, permissions, authorizations, consents and/or permits needed are missing; or (c) the product is subject to a Recall Notice, such recall or removal shall be at Supplier’s sole cost and expense and Supplier shall have the sole responsibility, as a matter of urgency, to manage such recall and communicate with all relevant governmental or regulatory authorities, provided that Purchaser shall (at the Supplier’s cost and expense) give any reasonable assistance to Supplier to assist in the recall.
  7. In the event Supplier breaches any representations or warranties hereunder or fails to comply with any term or requirement of this PO, including but not limited to failure to deliver conforming goods or failure to timely deliver goods ordered, Purchaser shall be entitled to, in addition to any other remedies, at its sole option and without any liability to Supplier: (a) cancel this PO without notice; (b) reject shipments; (c) insist on Supplier’s performance under this PO and offset the PO cost by any actual or reasonably estimated losses incurred by Purchaser; (d) withhold any payments due to Supplier; and/or (e) offset any amounts due Supplier by any actual or estimated loss incurred by Purchaser. Remedies of Purchaser herein shall not be exclusive but shall be accumulative of any other remedy of Purchaser herein or under any statute or law.
  8. The discontinuance of or substantial interference with Purchaser’s or Supplier’s business, in whole or in part, by reason of fire, flood, earthquake, unusually severe weather, strikes, wars, Acts of God, embargo, civil commotion, governmental regulations, pandemics or other causes beyond its reasonable control shall give Purchaser the option of cancelling all or any part of this PO without any liability to Supplier.
  9. The waiver of any provision under this PO shall not be construed to be a waiver of any other provision or Purchaser’s right to later require strict compliance with each of the provisions herein. If any term of this PO is found to be unenforceable for any reason, all other terms shall remain in full force and effect.
  10. SUPPLIER EXPRESSLY AGREES THAT ANY AND ALL DISPUTES, CLAIMS OR LITIGATION ARISING FROM OR RELATED IN ANY WAY TO THIS PO SHALL BE RESOLVED BY THE COURTS IN THE STATE OF NEW YORK UNDER NEW YORK LAW. Supplier agrees that it shall be solely responsible for the payment of all wages, fringe benefits, unemployment, workers compensation and similar expenses and taxes applicable to the performance of services under this PO. As required by any applicable law, Supplier warrants and agrees that it has procured and shall maintain in effect full statutory coverage for employer’s liability and disability insurance and workers compensation insurance for all of its employees. Supplier further agrees and warrants that it has and shall comply with all applicable wage and hour and other labor laws, including but not limited to child labor, minimum wage, overtime and safety-related laws. Supplier further agrees to defend, indemnify and hold harmless Purchaser for any and all losses, costs and attorneys’ fees arising out of or relating to any claim or allegation that Supplier or any of its subcontractors, representatives or agents has not fully discharged all obligations under all labor laws or under this paragraph.

    11. SCHEDULE 2

    Definitions used in this Schedule 2:

    “Delivery”: completion of delivery of an Order in accordance with Clause 1.3 below or the completion of the delivery of any repaired or replacement Products which have been rejected at the Delivery Location.

    “Delivery Date”: the date specified in the Order by which the Delivery is to occur, or, if no such date is specified, within not more than 28 days of the date of the Order.

    “Delivery Location”: Space NK Axcess Point, LLC, 850 Clark Drive, Mount Olive, NJ 07828 (or any different location specified by Space NK).

    “Order”: Space NK's order for the Products setting out the quantity and type of Products, as set out in the PO and/or in Space NK's email to the Brand submitted by Space NK.

    “Order Number”: the unique order number designated to an Order placed by Space NK;

    “Ordered Product(s)”: Products (or any part of them) set out in the Order.

    “Product”: a product (including reformulations of a product) made available by the Brand for purchase by SNK and to which SNK has allocated a unique product code and “Products” means more than one Product.

    1.   Delivery
      1.   The Brand shall ensure:
        1.   each delivery is accompanied by:

          1.   a delivery note which shows the name of the Brand, date of the Order, the Order Number (if any), number of cartons in the delivery, an itemised list of the type and quantity of the Ordered Products (including the unique product code of the Ordered Products, where applicable), special storage instructions (if any), durability / expiry date of the Ordered Products (where applicable) and, if the Ordered Products are being delivered by instalments, the outstanding balance of Ordered Products remaining to be delivered;
          2.   all necessary shipping and import / export documents for the import of each Order; and
          3.   all necessary documents and instructions for the storage of each Order;
        2.   each delivery is clearly labelled on the outside of the carton or pallet;
        3.   each delivery is clearly directed to Space NK at the applicable Delivery Location e.g. “Space NK at Axcess Point”;
        4.   Use US standard pallet 40x48 inches. Maximum height of 52 inches. Pallet should be made from heat treated wood. Plastic pallets will not be accepted. pallets are not double stacked;
        5.   each Order is packed on one pallet, but where multiple Orders are to be combined on a pallet, each Order must be clearly labelled;
        6.   all pallets arrive in good condition; and
        7.   all cartons are cleared labelled with:

          1.   the number out of the total number of cartons in the Order, for example, Box 1 of 9, Box 2 of 9;
          2.   the Brand’s name;
          3.   the Order Number;
          4.   a detailed packing list of the contents of the carton including the item UPC and the number of units of the Ordered Products in that carton; and
          5.   Fragile and This Way Up stickers.
      2.   Failure to comply with the requirements of Clause 1.1 gives SNK the right, at its complete discretion, to refuse delivery and reject the Order.
      3.   The Brand shall deliver each Order:

        1.   by the Delivery Date;
        2.   to the Delivery Location between 7am to 3pm (EST), or as instructed by SNK. All orders larger than 10 palettes need to be scheduled for delivery with Space NK Axcess Point team. Where Orders arrive at the Delivery Location without a booking reference SNK may, at its complete discretion, refuse delivery and reject the Order.
      4.   Subject to SNK’s right to have a reasonable time to inspect the delivered items, delivery of the Ordered Products shall be completed on the completion of unloading the Ordered Products at the Delivery Location.
      5.   The terms of this Agreement shall apply to any repaired or replacement Products supplied by the Brand.
      6. SNK's rights and remedies under the terms of this Agreement are in addition to its rights and remedies implied by statute and common law.