STANDARD PURCHASE ORDER TERMS & CONDITIONS

Effective Date: October 15, 2026

These Standard Purchase Order Terms and Conditions ("Terms") govern all Purchase Orders, Spot Orders, and Release Orders (each, a "PO") issued by Healthier Comforts ("Buyer") to the designated supplier ("Seller") on the face of the PO, unless a separate, mutually signed Master Services Agreement (MSA) or Master Supply Agreement explicitly overrides them.

1. ACCEPTANCE AND BINDING AGREEMENT

Acceptance of a PO is strictly limited to these Terms. Seller’s written acknowledgment, commencement of performance, or shipment of any portion of the ordered goods constitutes Seller’s absolute acceptance of these Terms. Any terms proposed in Seller’s order confirmation, invoice, or other documents that conflict with, vary from, or add to these Terms are hereby explicitly rejected unless agreed to in a written amendment signed by an authorized representative of Buyer.

2. SHIPPINGS, LOGISTICS, AND TITLE PASSAGE

  • FOB Shipping Terms: Shipping terms (e.g., FOB Origin or FOB Destination) shall be specified in the header of the PO.

  • FOB Origin (Buyer-Arranged Freight): Title and risk of loss pass to Buyer when conforming goods are loaded onto Buyer’s carrier at Seller’s dock. Seller must provide dock-ready confirmation, pallet dimensions, and accurate weights at least forty-eight (48) hours prior to the scheduled pickup window.

  • FOB Destination (Seller-Arranged Freight): Title and risk of loss remain with Seller until conforming goods are delivered and unloaded at Buyer's designated "Ship To" warehouse or 3PL.

  • Delivery Timeline: Seller agrees to use its best efforts to meet the Shipping Date specified on the PO. Early deliveries are accepted and welcomed.

3. DOCUMENTATION AND BILLING REQUIREMENT

  • Required Documents: Seller must send a lot-specific Certificate of Analysis (CoA) and a digital copy of the invoice to purchasing@healthiercomforts.com at or before the time of physical shipment.

  • Billing and Matching: Invoices are reviewed under a Two-Way Match protocol against the PO/Work Order pricing and acceptable yield limits. Payment terms shall commence only upon Buyer's receipt of both a mathematically correct invoice and a conforming CoA. Buyer will not pay for unauthorized surcharges, pallet fees, or unapproved freight adjustments.

4. SHELF LIFE AND PRODUCT SPECIFICATIONS

  • Specification Warranty: Seller warrants that all products delivered conform strictly to agreed-upon specifications, samples, and descriptions. All goods must be fit for human consumption, unadulterated, un-misbranded, and manufactured in full compliance with local, FDA, and USDA regulations.

  • Remaining Shelf Life: All products delivered must possess a minimum remaining shelf life of nine (9) months upon physical receipt at Buyer’s destination. Buyer reserves the absolute right to reject and return any product delivered with insufficient shelf life at Seller's sole expense.

5. INSPECTION, REJECTION, AND REMEDIES

  • Right to Inspect: Buyer, its co-packers, or its designated partners retain the right to inspect goods within a reasonable period following physical arrival.

  • Rejection of Defective Goods: Buyer may reject any goods that are damaged, spoiled, defective, out of specification, or missing required CoA documentation. Seller shall, at Buyer's sole option and Seller's sole expense (including return freight and handling), either replace the rejected goods within ten (10) business days or issue a full refund/credit to Buyer.

6. LIMITATION OF LIABILITY

In no event shall Buyer be liable to Seller for any speculative, indirect, incidental, special, or consequential damages, including but not limited to loss of anticipated profits, loss of revenue, or factory downtime, arising out of or in connection with any PO.