Vendor Policies & Procedures

Introduction

These Vendor Policies and Procedures set forth the terms and conditions for the purchase of Items from all Reviva Labs, a Sendayco LLC brand, (hereafter Reviva Labs) Vendors, and covers all business conducted currently and into the future. Acceptance of a purchase order from Reviva Labs shall be deemed to be acceptance of these Vendor Policies and Procedures.

The terms set forth in this document supersede any previous or conflicting agreements or terms of purchase, unless agreed upon in writing by an authorized member of Reviva Labs’ senior management.

If you have any questions related to these Vendor and Procedures or need additional information, please contact senior management at Reviva Labs

Vendor requirements

Vendor Submission

All Vendors must complete and/or submit the following key documents to Reviva Labs:

• Certificate of Item Liability Insurance for $2,000,000 minimum per occurrence, and $2,000,000 in the aggregate, for general and item liability, with Reviva Labs, Inc. and its affiliates, successors, subsidiaries, and assigns named and an additional insured.
• Completed & Signed W9 Form, Request for Taxpayer Identification Number and Certification.
• Copy of Vendor’s blank invoice.
• Signed Policy & Procedure Document (or by similar acceptance of a Reviva Labs’ Purchase Order).
• Required documentation Facility FEI (FDA Establishment Identifier) and all necessary related materials.

Vendor Item Warranties

Non-Perishable Items are components or finished goods acquired for use in the assembly or manufacture of Items sold by Reviva Labs – such as, but not limited to, bottles, caps, jars, sealing discs, lids, etc.

Non-Perishable Items are required to have a minimum five (5) year guarantee and shall be warrantied to be free from defects, harmful ingredients, contaminates, and shall meet all reasonable industry standards and specifications. All delivered items shall also be neatly packed, well protected, and be guaranteed to be sanitary for the use in the manufacturing of skin care and/or cosmetics.

Should an item display defects, contaminates, or be found to contain harmful ingredients or be unsanitary, which is not directly caused by Reviva Labs, then the Vendor shall have the option to either retrieve and replace the items or agrees to issue a credit memo equivalent to the inventory (regardless if used or unused).

Perishable Items are components or finished goods used by Reviva Labs to assemble and/or manufacture item for resale by Reviva Labs. Items such as, but not limited to, ingredients, bulk product, or pre-filled items, etc. shall be warrantied to be shelf stable for a minimum three (3) years from date of manufacture (hereafter the Warranty Period) unless a different Warranty Period is agreed to in writing for a specific item or item category. Shelf stable stipulates the item shall at minimum maintain stability for the Warranty Period and is protected against breakdown, separation, significant color change, offensive odors, or adulteration in any manner.

Because Reviva Labs will suffer irreparable harm, such as, but not limited to: loss of sales and revenue, inventory loss, reseller chargebacks and fees, customer disenfranchisement, and potential legal repercussions – should an item become adulterated, fall outside of specifications, or become unfit for sale during its Warranty Period the Vendor shall issue a credit memo equivalent to the original Purchase Order inclusive of any freight and landed costs. The Vendor shall have the option to retrieve any remaining inventory of the adulterated and/or unfit item. If the Vendor does not retrieve the unused inventory within fourteen (14) days after notification, Vendor hereby grants Reviva Labs the permission to dispose of the item and any disposal costs associated shall be charged back to the Vendor.

All Perishable Items (i.e., ingredients, bulk, or pre-filled items) must also be accompanied by a Certificate of Analysis (COA) at the time of each delivery or upon request. If and when a Perishable Item is new or changes a complete and up-to-date Safety Data Sheet (SDS) will be supplied at the time of delivery or upon request.

Additionally, Vendors are required to provide Reviva Labs with a specific ingredient and/or formula ingredient breakdown (FIB) outlining percentages of ingredients, ingredient CAS number, etc. as each formula is approved or changed and ready for manufacture, or upon request, so that Reviva Labs can fulfill its business obligations including supplying this information to government entities both domestically and internationally (i.e., FDA, international product registrations).

If a COA is not supplied with the item delivery or within three (3) business days after, then a deduction of $50.00 per day (up to $500.00 maximum) shall be taken on the invoice for the item. If an SDS is not supplied with new or updated items upon delivery or within three (3) business days after, then a deduction of $50.00 per day (up to $500.00 maximum) shall be taken on the invoice for the item. If an ingredient breakdown is not supplied with new or updated items upon delivery, or request, within three (3) business days after, then a deduction of $50.00 per day (up to $500.00 maximum) shall be taken.

Further, each new Perishable Items delivery should be accompanied by the Start of Run (SOR) and End of Run (EOR) testing results (covering pH, microbiology, viscosity, etc.). If an SOR and/or EOR test results are not supplied with the delivery, or upon request, within three (3) business days after, then a deduction of $50.00 per day (up to $500.00 maximum) shall be taken for each test result (not supplied).

All Perishable Items are tested multiple times against the supplied COA by an outside, independent laboratory to affirm the pH and microbial content. Initial samples are taken upon delivery and at the time of each item run. Samples are sent to an outside 3^rd party lab and additional samples are retained in our locked retains cabinet. Additionally, item samples are taken and retained each time the item is run – and each may be randomly tested by an outside lab.

Should the Perishable Item fail or fall outside of the PO specifications, COA standards, and/or Reviva Labs’ specifications, at delivery or during the Warranty Period, the entire item “batch” shall be considered unfit for sale and aforementioned remedies sought.

Vendor Item Changes

If an item has a specification change (e.g., description, ingredients, percentages, weight, price, etc.), not requested by Reviva Labs, the Vendor must provide Reviva Labs with written notification indicating the changes and reasons for such changes. Reviva Labs must receive a minimum of 90 days notice of changes prior to any purchase orders being created that will be filled with the “updated” item.

Vendor Item Information & License

In connection with Reviva Labs’ purchase and resale of Vendor’s Items, Vendor authorizes Reviva Labs to use Vendor’s item information, obtained from Vendor or other sources, including but not limited to, trademarks, trade dress, advertisements, labels, photographs, images, label content, etc. to Vendor’s Items sold to Reviva Labs. Vendor grants Reviva Labs a worldwide, non-exclusive license to use and sublicense Vendor’s item information in connection with Reviva Labs’ sale and promotion of Vendor’s Items. Vendor represents and warrants it owns, or otherwise has the right to license to Reviva Labs, the item information and is authorized to sell the Items to Reviva Labs.

Payment Terms

Reviva Labs’ payment terms are 2% 10 Days – Net 45. The payment due date is calculated from the date of receipt of invoice at Reviva Labs’ billing address or date when goods are fully inspected, tested, and officially received as fit for sale at Reviva Labs’ warehouses – whichever is later. Payment discounts are calculated based on the net invoice amount. An invoice referencing the correct Reviva Labs purchase order(s) is required for payment. Reviva Labs will deduct from payment all deductions detailed herein.

Confidentiality/Non-disclosure

The protection of confidential business information and trade secrets is vital to the interests and the success of Reviva Labs.  Such confidential information includes, but is not limited to, the following examples:

• Customer lists & pricing
• Suppliers & Vendors
• COGs, financials
• Product formulas, ingredients, etc.
• Marketing strategies
• New materials research & product development
• Pending projects and proposals

Vendor and Reviva Labs agree to use confidential technical and commercial information relating to the products, confidential information relating to the business or carrying on of business by either party and/or information designated by the other party as confidential only for the purposes of this Agreement.

Both Reviva Labs and Vendor (hereafter Party or Parties) agree:

To protect all confidential information entrusted to it in the same manner as they protect their own confidential information of like importance, except that in no event shall either party use less than a reasonable standard of care in protecting any confidential information. Both Parties shall take all reasonable steps, given the facts and circumstances existing at a particular time, to maintain the secret status of the confidential information. From time to time, Vendor may be required to sign an additional or more specific non-disclosure agreement. Both Parties shall ensure its employees that have access to confidential information are aware and observe the provisions of confidentiality as stated herein and for a period of five (5) years after the term of this Agreement.

Both parties also agree each shall not make any statement, written or verbal, in any forum or media, or take any other action in disparagement of Reviva Labs or Vendor, during the term of this Agreement or any time thereafter.

Parties that improperly use or disclose trade secrets or confidential business information will be subject to legal action, even if they do not actually benefit from the disclosed information.

Exclusivity & Intellectual Property

Vendor acknowledges and accepts that Perishable Items (e.g., ingredients, formulas, products, bulk, pre-filled items, etc.) specifically created on behalf of Reviva Labs, that are distinct and unique to Reviva Labs (e.g., Reviva has a Perishable Item created from scratch or asks for an existing Perishable Item to be significantly modified or recreated), are exclusive to Reviva Labs. Vendor agrees too that said exclusive Perishable Items shall only be manufactured for, supplied to, and/or sold to Reviva Labs. Further, Vendor agrees that for the duration of said Perishable Item’s manufacture and for a period of no-less-than five (5) years after the last date of manufacture the Vendor will not make, supply, or sell the identical or reasonably similar formula to any other individual or company other than Reviva Labs.

Further, the Vendor agrees to not disclose, and to keep confidential, that it manufactures for or creates Perishable Items for Reviva Labs unless provided explicit written permission by Reviva Labs or if legally compelled to divulge such information.

On all Perishable Items developed by Vendor, at the request of and for Reviva Labs, where the lab/development time is a separate and/or chargeable fee, then the lab/development work shall be considered Work For Hire on behalf of Reviva Labs. Reviva shall own said formula (the intellectual property). After the second manufacturing run by Vendor, the formula (i.e., recipe, manufacturing instructions, specifications) shall be transmitted and/or delivered to Reviva in an unambiguous, complete, and industry standard format.

Open Balances Due Reviva Labs

All amounts due to Vendor are subject to set off and deduction of amounts due to Reviva Labs by Vendor. If deductions owed by Vendor to Reviva Labs are greater than any outstanding invoices owed by Reviva Labs to Vendor, and such balances remains open for a period of sixty (60) days, Reviva Labs will invoice Vendor for such outstanding amounts and Vendor shall pay such amounts to Reviva Labs. Invoices that are set off due to amounts owed to Reviva Labs are still subject to cash discounts under Reviva Labs’ payment terms.

Request for Repayment Procedure

If Vendor wishes to dispute any payment deductions, Vendor must send its detailed request electronically to ar@revivalabs.com within sixty (60) days of Reviva Labs’ deduction from Vendor’s invoice.  Vendor is responsible for providing all necessary back up and/or detail which is in Vendor’s possession when sending the request, including written (electronically or by hand) communication between Vendor, broker or Reviva Labs’ personnel. Vendor will be credited for deductions only if Reviva Labs determines that a deduction error has occurred.

Vendor Pricing

Vendor must provide Reviva Labs with pricing for both F.O.B. origin (per Reviva Labs’ pickup) and F.O.B. destination (delivery by Vendor) pricing to Reviva Labs’ warehouses. Additionally, Vendor shall include all taxes, duties, and other fees to Reviva Labs in the pricing provided.  Unless otherwise agreed, all new Vendors will be setup F.O.B. origin with Reviva Labs’ transportation department managing the freight.  Vendor pricing and terms shall be no less favorable to Reviva Labs than offered to any other customer purchasing comparable quantities.

Price Change Notification and Justification

In order to meet processing and lead-time requirements for price changes in the marketplace, Reviva Labs requires all Vendor cost changes be received a minimum of 90 days prior to Reviva Labs’ published price change effective date (July 1 each year). Price change submissions require a Vendor Cost Change Letter and copies of published Vendor price lists including all FOB, Delivered, and bracket options available. Price changes must be submitted, via e-mail, to ap@revivalabs.com. Price changes will not be considered submitted until all required information has been received by Reviva Labs.  Reviva Labs reserves the right to reject the submitted price change if the increase is unreasonable in light of available information from the marketplace or what competing Vendor price change submissions reveal.

Audits

Vendor shall keep full and detailed accounts for a period of not less than two (2) years and shall exercise such controls as may be necessary for proper financial management with respect to transactions with Reviva Labs. Reviva Labs reserves the right to audit up to two (2) years of Vendor’s transactions with Reviva Labs.  Auditable transactions include, but are not limited to items such as invoices, price changes, promotions, credits and chargebacks. In the event a retailer deducts from Reviva Labs for a Vendor’s Items, due to product adulteration (within the Warranty Period) or similar product quality issues, Reviva Labs reserves the right to charge these amounts back to Vendor beyond the (2) year limitation noted. When audit claims are identified by a third party, amounts will be deducted from amounts due Vendor after 30 days’ notice. Claims resulting from an internal Reviva Labs or retailer audit will be subject to deduction from amounts due Vendor immediately.

Purchase Order Transmission and Confirmation

Reviva Labs requires a purchase order for all item shipments. Purchase orders will be communicated electronically via email, electronic fax, or EDI. Vendor shall confirm purchase orders within one (1) business day of receipt and confirm items/quantities on all purchase orders five (5) business days prior to pick up or shipping.

No Substitutions

No change in the Items or quantities ordered on a Reviva Labs PO shall be made (i.e., ingredient changes, etc.). Any adjustment must be authorized by receiving a revised PO from Reviva Labs.

Purchase Order Payment

Reviva Labs will only pay Vendor invoices based on the lower of Reviva Labs’ PO price or Vendor’s invoice amount. Any adjustments to purchase order pricing or discounts or quantities require a revised PO.

Purchase Order Cancellation

Reviva Labs reserves the right and may immediately cancel all or any part of any order without liability to Vendor in the event Vendor fails to make progress so as to endanger timely and proper completion of services or delivery of goods, Vendor becomes insolvent, files for bankruptcy or in the event of the appointment of a receiver or trustee for Vendor.

POs are valid for sixty days from their date of issuance. POs not fulfilled within that timeframe shall be considered cancelled and a new PO shall be required – unless Reviva Labs extends the PO timeframe in writing (via correspondence, fax, or email).

Shipping and Receiving

If a Vendor chooses to ship on a pre-paid basis (delivered), Vendor is responsible for any and all shipping charges, fuel surcharges, and accessorial costs (e.g. detention, re-weighing, and re-delivery).

Delivery (Prepaid) AND Pickup (FOB)

Time is of the essence. Deliveries shall be made when, where and in such quantities as specified by Reviva Labs’ purchase order. Vendor shall pack all Items ordered hereunder in a manner suitable for shipment and sufficient to enable the Items to withstand the effects of shipping, including handling conforming to normal industry practices, during loading and unloading. Vendor shall notify Reviva Labs if a delivery is not expected to be made on time. If notice is not given that delivery is expected to be late, Reviva Labs may cancel the delivery immediately upon written, fax, or email notice to Vendor. Absent such cancellation, Vendor may take reasonable steps, at its own costs, to expedite delivery. Items for pick-up by Reviva Labs, or its authorized third-party freight company, shall be ready on the pick-up date identified in Reviva Labs’ purchase order.

Temperature Controls

Reviva Labs may reject (at Vendor’s expense) any Perishable Item if it is exposed to temperatures outside the stated standard temperature range during shipping. If required, the phrase “Protect from Heat or Freezing” or similar type language must be clearly marked on the exterior of case on all Perishable Items. All bills of lading for all item, whether Vendor delivered or picked up by Reviva Labs or its authorized third-party freight company, will clearly have the shipping temperature requirements notated on the document. Standard acceptable temperature range for Perishable Items is 45ºF to 90ºF unless otherwise agreed to in writing.

Title and Risk of Loss

Title and risk of loss and damage shall remain with Vendor until the Items are delivered to the location specified in Reviva Labs’ purchase order, or upon pick-up by Reviva Labs or Reviva Labs’ carrier at Vendor’s warehouse. All deliveries are subject to inspection and acceptance at a Reviva Labs’ facility.

Pallets

Reviva Labs requires pallet costs be built into a Vendor’s list item price. Any Vendor or shipping company charges to Reviva Labs for pallets must be negotiated in advance and agreed to in writing by a Reviva Labs Vendor Manager. Reviva Labs does not participate in any pallet pool type programs (e.g. Cheap pallets).

Inspection and Shipment Confirmations

All shipments are subject to Reviva Labs’ right of inspection and approval. Reviva Labs shall have the right to reject any Items or services that do not conform to Vendor’s warranty, specifications or other obligations as outlined within these Vendor Policies & Procedures. Reviva Labs relies on the received count confirmed at its warehouses as the basis for payment to Vendor. Reviva Labs will not accept any liability relating to documentation signed at the point of origin by either its drivers or its third-party logistics drivers, and Vendor agrees to rely on Reviva Labs’ received count at its warehouse.

Quantity Shipped in Excess of Quantity Ordered

If Vendor ships more than the quantity stated in Reviva Labs’ Purchase Order for any SKU, Reviva Labs will notify Vendor of the over shipment requesting disposition of the overage. If Reviva Labs elects to receive the overage, Reviva Labs will receive the item at a 30% discount.  Reviva Labs will NOT pay for items shipped by Vendor that are not on the original Reviva Labs PO or invoiced to Reviva Labs under the correct purchase order number.

Organic Standards

Vendor shall deliver current organic certificates annually, certified by an accredited USDA certifier, listing all organic Items by name along with any related documentation. No Items will be marketed as Organic by Reviva Labs unless the current certification is on file. All certificates should be sent to ap@revivalabs.com.

CARTON/CONTAINER LABELING

Vendor guarantees at least 90% of maximum shelf life from time of manufacture for all Perishable Items received at Reviva Labs. Shipments of Items to Reviva Labs must meet the stated shelf life guarantee at the time of item receipt at a Reviva Labs facility (a.k.a. the Warranty Period).

Reviva Labs requires that a “human-readable” label be affixed to each shipping carton or container (i.e., boxes, pails, drums, etc.) that indicates the following:

• Reviva’s SKU – the internal product number indicated on the PO for the product
• PO Number – the PO number as provided
• Date of Manufacture – shall be clearly legible in English using the date format of MM/DD/YYYY
• Lot Number & Batch Number – shall be clearly legible. Lot numbers shall indicate the main lot – if made in “smaller batches” then batch numbers or designations must appear indicating the sequence of batching (i.e., LOT1a, LOT1b, etc.)
• Quantity or Volume – how many items in a box, or volume in a container.

If the Perishable Items received do not follow the stipulated labeling parameters and Reviva Labs is required to remedy improper labeling of delivered goods – then a deduction of $10.00 per Item Carton or Container shall be taken on the invoice for the item to cover internal labor costs.

Container Deposit Laws

Vendor shall comply with all applicable federal, state, and local container deposit laws and shall reimburse Reviva Labs for the cost of any recycling fees paid by Reviva Labs and for registering Vendor’s labels with the applicable state agencies.

Recall of Items

If Vendor becomes aware that any Perishable Items sold by Vendor to Reviva Labs are, may be, or may become harmful to anyone or anything or that the Perishable Items are defective or adulterated in any manner, Vendor shall immediately give written notice to Reviva Labs’ team by email (to management@revivalabs.com). Said notice shall include, without limitation, the severity level of the recall (if applicable), the relevant UPCs and item description and all relevant information with respect thereto. Vendor shall assist and cooperate with Reviva Labs in all respects of the recall of its Items, and shall, in addition to any other rights or remedies available to Reviva Labs reimburse Reviva Labs upon demand for its administrative costs associated with the recall.

Recall Charges

Reviva Labs shall pass through to Vendor any recall penalties that resellers charge to Reviva Labs for a Vendor’s item recall. Reviva Labs shall also charge the Vendor for costs that Reviva Labs incurs in order to execute the item recall at its warehouses, from its delivery trucks in route, and from its customers’ backrooms and shelves. Reviva Labs’ recall expense recovery deductions are as follows:

• For any recall or incident involving only a warehouse hold for return or destruction: $100 per SKU per DC
• For a recall involving a “quality concern” and field personnel intervention: $175 per SKU per DC
• For a recall involving a “health risk or other hazard” and field personnel intervention: $250 per SKU per DC

Disposition of Defective Items

In addition to any other remedy which Reviva Labs may have, Vendor shall replace at Vendor’s sole cost and expense, including freight and disposition costs, Items that are found by Reviva Labs to be damaged, non-conforming, defective or not in compliance with these Vendor Policies & Procedures. If Vendor fails to instruct Reviva Labs as to the disposition of such Defective Items within 14 days of notification by Reviva Labs, Reviva Labs may dispose of such Defective Items in a commercially reasonable manner and Vendor shall promptly reimburse Reviva Labs for all costs, and replace the Defective Items with conforming Items without charge, or at Reviva Labs’ election, refund all payments made by Reviva Labs for the Defective Items. Reviva Labs shall have no obligation to pay for any Items that are subject to a claim of non-compliance or defect.

Insurance and Indemnification

The Items contained in any shipment or delivery made by Vendor, its subsidiaries or affiliates (a “Product”) made to or on the order of Reviva Labs, its subsidiaries or affiliates are hereby guaranteed, as of the date of such shipment or delivery: (a) to not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended, and in effect at the time of such shipment or delivery (the “Act”) or within the meaning of any applicable federal, state or municipal law, rule, regulation, or ordinance, (b) to not be an article which cannot be introduced into interstate commerce under the provisions of Act, and (c) to be in compliance with all federal, state, and local laws, rules, and regulations applicable to the Product and to the manufacture, packaging, sale, shipment, and delivery of the Product, including, without limitation, all labeling and disclosure laws and regulations, such as California’s Safe Drinking Water and Toxic Enforcement Act of 1986, Health and Safety Code Section 25249.5 (“Proposition 65”).

Vendor agrees to defend, indemnify and hold harmless Reviva Labs and its subsidiaries, affiliates, employees, officers, directors, and customers (individually, an “Indemnitee”) from all actions, suits, claims and proceedings (“Claims”) and any judgments, damages, fines, costs, and expenses (including reasonable attorney’s fees): (a) Brought or commenced by federal, state, or local governmental authorities or any third party against any Indemnitee alleging that any Item sold by Vendor to, or on the order of, Reviva Labs did not meet the guarantee, or any portion thereof, set forth above; (b) Brought or commenced by any person or entity against any Indemnitee for the recovery of damages for the injury, illness, and/or death of any person or damage to property as a result of (i) the delivery, sale, resale, labeling, use, or consumption of any Item; or (ii) the negligent acts or omissions of Vendor or its employees, agents, or contractors; provided, however, that Vendor’s indemnification obligations hereunder shall not apply to the extent that any Claims are caused by the negligence or intentional misconduct of Reviva Labs or its employees, agents, or contractors; or (c) Brought or commenced by any person or entity against any Indemnitee alleging that any Item or advertisements, labels, configuration, point of purchase displays, and other items supplied by Vendor to Reviva Labs implicate or infringe upon a copyright, slogan, trademark, trade dress, patent, right of privacy, right of publicity, name, likeness, or any other intellectual property right, including, but not limited to, rights arising under common law and statutory unfair competition laws.

Vendor’s indemnity obligations herein shall survive the termination of the relationship between the parties.

Vendor agrees to maintain in effect insurance coverage with reputable insurance companies (having at least an “A” or better Financial Strength Rating according to the latest A.M. Best Report) licensed to do business in the jurisdictions in which the Items are to be distributed under forms of policies reasonably acceptable to Reviva Labs covering workers’ compensation and employers’ liability, automotive liability, commercial general liability, including product liability and excess liability, all with such limits as are sufficient in Reviva Labs’ reasonable judgment to protect Vendor and Reviva Labs from the liabilities insured against by such coverage, provided that Vendor’s commercial general liability insurance shall be in the amount of at least $2,000,000 per occurrence. Vendor shall designate Reviva Labs as an additional insured under the commercial general liability policy and provide Reviva Labs with certificates evidencing the above-referenced coverages, upon execution of this Agreement and prior to each renewal of such policies. Such policies shall require that all insureds be given at least thirty (30) days’ written notice prior to any cancellation or material modification of such policies.

This indemnity is continuing and shall be in full force and effect and shall be binding upon Vendor with respect to each and every Item shipped or delivered to Reviva Labs by the Vendor.

Governing Law; Jurisdiction; Venue

These Vendor Policies & Procedures shall be governed by and interpreted in accordance with the laws of the State of Ohio. Reviva Labs and the Vendor (aka the Parties) agree that any legal or equitable action may be brought in either the State of Ohio or the State the Vendor’s business is legally registered in. The Parties agree that the state and federal courts in both jurisdictions shall have personal jurisdiction over the parties and agree that any legal or equitable action for claims, debts or obligations arising out of or related to this Agreement may be brought in the state or federal courts in either jurisdiction. The successful party is entitled to recover from the other party all reasonable attorney fees, costs of collection and expert fees in enforcing the terms of this These Vendor Policies & Procedures Agreement.

Independent Contractors

Nothing contained in these Vendor Policies & Procedures shall be construed as creating a partnership or joint venture between Reviva Labs and Vendor, and Vendor shall at all times be deemed to be an independent contractor with respect to Reviva Labs, solely responsible for the manner by and the form in which it fulfills these Vendor Policies & Procedures.

Assignment

Vendor shall not assign these Vendor Policies & Procedures without Reviva Labs’ prior written consent, which consent may be withheld or conditioned in Reviva Labs’ sole discretion.

Entire Agreement

All purchase orders from Reviva Labs to Vendor, together with these Vendor Policies & Procedures and any updates posted on Reviva Labs’ website, shall constitute the complete, exclusive and final expression of the parties’ agreement. The invalidity, in whole or in part, of any Section of these Vendor Policies & Procedures shall not affect any other Section. To the extent of any conflict or inconsistency between these Vendor Policies & Procedures and any purchase order, or any similar document, these Vendor Policies & Procedures shall govern.

Remedies

In no event will Reviva Labs be liable to Vendor, for any indirect, incidental, consequential, special, punitive or exemplary damages, including, without limitation, lost profits, lost business, damage to goodwill or reputation.

Amendment and Waiver

Reviva Labs reserves the right to modify these Vendor Policies & Procedures at any time with at least thirty (30) days prior notice by posting changes to Reviva Labs’ website or by emailing updated Policies & Procedures to the designated email contact. Any such amendment shall only apply to purchases of Items on or after the effective date of such amendment. The failure of Reviva Labs to enforce any provision of these Vendor Policies & Procedures shall not be construed as a waiver or limitation of Reviva Labs’ right to subsequently enforce any provision herein.

Addendums

Any variances from these Vendor Policies & Procedures must be set forth in a written Addendum signed and dated by authorized representatives of Reviva Labs and the Vendor.

Acceptance

Acceptance of the terms and conditions set forth in this document shall be deemed to occur upon (1) Vendor’s signing of the physical document, (2) Vendor’s written acceptance of the document via email or other written notification, or (3) Vendor’s shipping Items on or after January 1, 2023 that have been ordered by Reviva Labs.