1. APPLICABILITY. These standard conditions of sale (“Conditions”) are the only terms and conditions applicable to any sale by the AromaLink entity named on the Order Confirmation (“AromaLink”) to any person or company (“Buyer”) whom is deemed to have assented to these Conditions notwithstanding inconsistent or additional provisions on Buyer’s Order (as defined below) or otherwise, which are expressly excluded here-under. Differing or additional terms and conditions provided by AromaLink under separate written contract, or under the provisions set forth in the Order Confirmation (as defined below), document or form, if any, to which these Conditions are attached, form one and part of the same contract (“Form”), but prevail only to the extent of any inconsistency or conflict with these Conditions.
2. ACCEPTANCE. All oral, written or EDI purchase orders (“Order(s)”) placed by Buyer and pursuant to which AromaLink supplies any goods denominated in the Form (“Goods”) are subject to AromaLink’s confirmation either through written confirmation (“Order Confirmation”) or through shipping the Goods. Any Order shall be deemed to be firm and may be modified, rescinded or cancelled, in whole or in part, only upon mutual written agreement of AromaLink and Buyer.
3. PRODUCTS DESCRIPTION AND QUANTITIES. The description and quantities of Goods are set forth separately in the Form. Buyer may not reject or revoke acceptance of a bulk shipment the quantity of which is within 3% of the amount specified for such shipment and the price payable by Buyer for such shipment shall be appropriately adjusted to reflect any overage or underage. Information supplied with regard to the percentage content of the Goods are only to be regarded as approximate average value and AromaLink shall not be liable for any variations in such content which are within the tolerances applicable to the particular Goods or not materially relevant.
4. PRICES. Prices are fixed on the base of prices valid on the date of invoice. Price changes communicated by AromaLink to Buyer after placement of an Order and prior to shipment thereof shall be binding upon Buyer unless objected to in writing by Buyer within 7 (seven) working days from the date of such communication. Prices are net of all delivery charges including but not limited to VAT, custom duties, other taxes and cost of insurance, which shall be invoiced in addition to the price of the Goods, if not otherwise specified in the Form. Buyer shall pay additional transportation charges if Buyer requests AromaLink to deliver the Goods earlier than the delivery window stipulated in the Order Confirmation.
5. PAYMENT. All payments for Goods shipped are invoiced on or immediately after shipment date and are due net 30 (thirty) days from the date of invoice, unless otherwise specified in the Form or, if contrary to applicable law, due within the minimum term permitted by law. Any amount not paid by Buyer when due will be subject to a finance charge equal to 1.5% (or such lower rate which is the highest rate as permissible by applicable law) of the amount not paid per month until such amount is paid in full. Without limiting any and all remedies available here-under, AromaLink may defer or cancel delivery of any subsequent installments of the Goods or of any other goods adopted by Buyer from AromaLink or any affiliated company thereof until all amounts due have been paid in full. Except with AromaLink’s consent, no set off will be permitted. At Buyer’s written request, AromaLink may sell Goods adopted by Buyer directly to third parties (“Sub-contractors”) appointed by Buyer to manufacture consumer products. Buyer shall provide appropriate security for its Sub-contractors’ payment obligations if AromaLink so requests. Buyer undertakes to indemnify and hold AromaLink harmless from any and all claims, losses, costs and damages arising out of or caused by any Sub-contractors’ failure to make full and timely payment to AromaLink of all amounts that such Sub-contractors owe to AromaLink.
6. DELIVERY. Incoterms 2010 or the then prevailing Incoterms in force at the time of the Order Confirmation shall apply, save that, to the extent there is any inconsistency or conflict between the applicable Incoterms and the Conditions, the Conditions shall prevail. Deliveries are made in accordance with Buyer’s shipping instructions and AromaLink’s Order Confirmation to the extent permitted by the availability of the Goods or of the raw materials thereof. AromaLink shall not be responsible for failure to meet the delivery date or period agreed between the parties, which are estimates only, and shall not be liable for any cost or damage due to early or late delivery. If AromaLink is unable to serve total demand for the Goods, AromaLink may allocate the available quantity of the Goods as it deems most fair in making partial shipments or shipments cancellation, and may give preference to the earliest commitments. Buyer may cancel any Order for such partial or cancelled shipments under written notification to AromaLink, no later than 48 (forty eight) hours after confirmation by AromaLink of such partial or cancelled shipment. Unless otherwise specified in writing, Buyer shall assume all risks of damage to or loss of the Goods upon delivery of the Goods. For Orders where delivery is to be made by collection by Buyer, such collection shall be at such premises of AromaLink as it may designate to Buyer and delivery shall be deemed to have taken place when the Goods are made available for collection by Buyer at such premises. If Buyer does not collect the Goods from such premises of AromaLink within 5 (five) days of delivery,AromaLink may charge Buyer for storage at commercial rates and Buyer agrees to pay such storage charges on demand. AromaLink reserves the right to make delivery of Goods ordered by Buyer in installments. Buyer shall comply with AromaLink’s Minimum Order Quantity (“MoQ”) requirements and pay AromaLink’s small packaging surcharges, in each case as prescribed from time to time.
7. WARRANTIES. AromaLink warrants it has title to the Goods and that the Goods shall comply with AromaLink’s standard specifications in effect on the date of shipment and to the description of the Goods contained in the Form. AromaLink reserves the right at any time to change the specifications with or without advance notice. AROMALINK LLC EXPRESSLY EXCLUDES, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS AND/OR GUARANTEES OTHER THAN AS PROVIDED ABOVE, INCLUDING WITHOUT LIMITATION, IN RESPECT OF NON INFRINGEMENT, MERCHANTABILITY, DESCRIPTION, CONDITION, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE GOODS. Without limiting the foregoing, under no circumstances whatsoever shall AromaLink have any liability or obligation to Buyer for any and all advice, assistance, recommendations or information provided by AromaLink to Buyer with regard to the handling, storing, applying or using any Goods supplied by AromaLink to Buyer. Any data provided by AromaLink in certificate and datasheet such as but not limited to safety datasheet, technical datasheet and information on allergens are the result of internal verification based on AromaLink or supplier’s thereof methodologies, are accurate to the best of our knowledge at the date of the certificate or datasheet and are given for information purposes only. No warranty is expressed or implied as to the quality, accuracy, completeness and compliance of the data or the results to be obtained from the use of such data by Buyer.
8. LIMITATION OF LIABILITY. Buyer shall carefully check all Goods upon receipt at the shipping destination. Claims must be notified to AromaLink in writing within 7 (seven) working days thereof and prior to the Goods’ further processing or other use of such Goods. Any apparent defects must be duly reported on the proof of delivery documentation. Defects not reasonably detectable upon receipt of the Goods shall be notified within 10 (ten) working days of Buyer’s detection of the defects but in any event no later than 6 (six) months after receipt of the Goods, or within the stipulated shelf life of the Goods, whichever shall first occur. Failure to give AromaLink such notice shall constitute full waiver of such claims by Buyer. At AromaLink’s choice, a sample shall immediately be sent to AromaLink, or AromaLink shall be granted access to the Goods for which a claim is made. AromaLink will, at its option, replace such Goods as determined to be defective upon AromaLink’s inspection at no cost to Buyer or refund the purchase price. Buyer may not send the Goods back to AromaLink unless authorized in advance. Claims do not discharge Buyer from its obligation to (i) properly document its claim and (ii) mitigate any loss. To the extent permitted by law, AromaLink shall not be liable for personal injury or property damage unless directly caused by AromaLink’s gross negligence. To the full extent permissible by law, in no event shall AromaLink be liable for any loss of profit or anticipated profit, loss of revenue, loss of opportunity, loss of contract, loss of goodwill or loss arising from business interruption, losses resulting from failure to meet other contractual commitments, or any incidental, special, punitive or consequential losses or damages whatsoever arising out of or in connection with these Conditions, under statute, in tort (for negligence or otherwise) or any other basis in law or equity. To the full extent permissible by law, Buyer’s exclusive remedy and AromaLink’s sole liability in connection with the Goods or these Conditions shall be limited to actual costs or charges directly related to the breach and shall not in any event exceed the price of the Goods as mentioned in the relevant invoice.

9. PROPERTY. The Goods remain the property of AromaLink until complete payment of the price has been received by AromaLink, and until such time as the property in the Goods passes to Buyer here-under, Buyer shall hold the Goods in a fiduciary capacity. Buyer is however entitled to use the Goods as set out in these Conditions unless it becomes insolvent or proceedings are issued for bankruptcy or winding up of Buyer,in which situation AromaLink shall be entitled to suspend deliveries, stop Goods in transit or take back possession of the Goods. Until the Goods have been fully paid for and without prejudice to any other remedies, AromaLink or its agents shall be entitled to draw an inventory of such Goods and re-possess any Goods to which it has title here-under. Nothing in this clause shall confer any right on Buyer to return Goods supplied here-under or to refuse or delay payment thereof. Unless otherwise expressly authorized by AromaLink in writing in advance, Buyer may not resell the Goods to any third party.10. INTELLECTUAL PROPERTY, CONFIDENTIALITY. No licence, express or implied, under any patent, trademark, copyright or proprietary know-how on any Good shall be granted through any sale of the Goods here-under, except to the extent necessary for Buyer’s proper development and manufacturing of its own products incorporating such Good for which Buyer has selected such Good. Buyer is solely liable for any patent, trademark, copyright or proprietary know-how infringement in using the Goods in combination with other materials or operation of any process. Buyer understands and agrees that all intellectual property rights to the Goods and their formulae are and shall remain the sole property of AromaLink, which has a proprietary interest in maintaining the confidentiality status of the Goods and formulae. Unless otherwise expressly authorized by AromaLink in writing in advance, Buyer shall not disclose, resell or otherwise make available AromaLink formulae, original creations, technologies, samples, Goods and proprietary information to any third party, or make use of them for any purpose other than as set out above. Buyer undertakes furthermore not to analyse, reverse engineer, match or counterfeit (in any case, either by itself or through another person) the Goods for its own account or for the account of any third party and not to use in its products similar goods from third parties which are the result of analysing, reverse engineering, matching or counterfeiting the Goods.

11. FORCE MAJEURE. AromaLink shall not be liable in any way for any non-performance, loss or damage arising directly or indirectly, through or in consequence of production, delivery or holding stock of the Goods, being prevented or delayed by happenings or occurrences due to or by reason of any matters or things beyond the control of AromaLink.

12. ASSIGNMENT, SEVERANCE, WAIVER. Buyer shall not assign, transfer or charge any Order or contract with AromaLink without AromaLink’s prior written consent. Each of the provisions of these Conditions are severable and distinct from others and if at any time one or more of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired by it. Except as agreed upon in these Conditions, no failure to exercise or delay in exercising of any rights here-under shall operate as a waiver of that or any other right, nor shall any single, defective or partial exercise preclude any other or future exercise of that right. For the avoidance of doubt, each indemnity provided by Buyer under these Conditions is a continuing obligation separate and independent from the parties’ other obligations and survives the expiry or earlier termination of these Conditions.

13. EXPORT CONTROL Buyer shall comply with all applicable export control laws and shall not, directly or indirectly, export, reexport, ship or divert any Goods to customers or entities which it knows or reasonably should know will resell or export the Goods to parties and/or destinations currently subject to the Sanctions as defined in clause 14 below, or otherwise in violation of applicable national legislation. Buyer shall indemnify and hold AromaLink harmless from and against any and all claims, losses, costs and damages arising from Buyer’s failure, intentional or unintentional, to comply with this clause 13 and clause 14 below.

14. TRADE COMPLIANCE. Buyer represents, warrants and undertakes that neither it, its affiliates nor any of their respective directors, officers, agent, employees or any person or entity acting on behalf of any of them, is, or is directly or indirectly, owned or controlled, by a person or entity that is or will be designated on any economic sanctions or export controls list of any governmental authority, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) Specially Designated Nationals and Blocked Persons List. Buyer promises that no action of Buyer or any of its affiliates, and its respective directors, officers, agents, employees or any person or entity acting on behalf of any of them, or any other transaction contemplated hereby or the fulfillment of the terms hereof, will result in a violation of any trade sanctions, foreign trade controls, export controls, non-proliferation, anti-terrorism and similar laws administered by OFAC, the U.S. Departments of State or Commerce in the United States, the European Union and its Member States, Switzerland, the United Nations Security Council (“UNSC”), or any other relevant sanctions authority which prohibit the sale, export or diversion of products, services and technology to sanctioned countries or nationals of those countries, as well as to persons or entities whose names appear on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC (collectively, “Sanctions”). Neither party shall be obliged to perform any obligation otherwise required by these Conditions and the Form, including without limitation an obligation to (i) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (ii) engage in any other acts if this would be in violation of, inconsistent with, or expose such party, a parent company or affiliate of such party, or any other person related to that party to punitive measure under any Sanctions. If Buyer should learn that any of the representations made in this clause are no longer accurate, or learns of any violation of Sanctions by Buyer that may involve AromaLink products, services or technology, including the Goods, Buyer shall inform AromaLink immediately in writing. Furthermore, Buyer shall provide all information, assistance and cooperation requested by AromaLink in connection with AromaLink’s compliance efforts, including taking corrective or remedial action recommended by AromaLink and/or by providing certifications of compliance with relevant Sanctions as requested by AromaLink.

15. DATA PRIVACY. If the performance of these Conditions and the Form requires Buyer to collect, receive, store, transmit, re-transfer, dispose or otherwise use (collectively “process” or “processing”) any information relating to an identified or identifiable natural person (“Personal Data”), Buyer undertakes to (i) process the Personal Data solely for the legitimate purposes of performing its obligations under these Conditions and the Form and for no other purpose, and only in accordance with the local law governing such processing; (ii) to provide the subject of the Personal Data with the same rights in relation to their Personal Data, including but not limited to rights of access, rectification or erasure available to such individual as they would have in the country in which he or she resides; (iii) ensure that any persons it authorizes to have access to the Personal Data will respect and maintain the confidentiality and security of the Personal Data; (iv) provide all necessary information to AromaLink to demonstrate compliance with this clause and allow for and contribute to audits, including inspections, conducted by AromaLink or another auditor mandated by AromaLink; and (v) as soon as possible after delivery of the Goods or termination of Buyer’s relationship with AromaLink, delete all existing copies of Personal Data or return any Personal Data to AromaLink at AromaLink’s discretion. Buyer warrants that it has full legal authority to process the Personal Data as contemplated, it has in place appropriate technical and organisational measures to prevent unauthorized or unlawful processing or accidental loss or destruction of, or damage to, such Personal Data, and it has adequate security programs and procedures to ensure that unauthorized persons will not have access to the Personal Data. Buyer shall be responsible for, and remain fully liable to, AromaLink for the actions and omissions of Buyer, all its affiliates and its respective employees, representatives and subcontractors concerning the treatment of Personal Data as if it were Buyer’s own actions and omissions.

16 GOVERNING LAW AND JURISDICTION. These terms shall be deemed a contract made under the laws of the State of Connecticut and together with rights and obligations of the Parties here-under, shall be construed and governed by the laws of such state (other than its conflict of law principles) applicable to contracts executed in and to be performed in such state. Each Party hereby irrevocably and unconditionally waves and agrees not to plead or claim in such designated court any objection to venue or that such court is an inconvenience forum.

17. Product Liability Indemnification BUYER will indemnify and hold AROMALINK harmless from and against any and all product liability claims, demands, liabilities, losses, damages, money judgments or expenses (including reasonable attorneys fees arising out of the testing, use, manufacture, sale or distribution of the Product, in each case by AROMALINK, its affiliates and customers); provided, however, that with respect to any claim covered by the foregoing AROMALINK indemnification, BUYER will give AROMALINK notice as soon as practicable of any such claim or action and AROMALINK will have the right to control any compromise, settlement or defense thereof; provided further that BUYER will be entitled to be indemnified in accordance with the terms hereof notwithstanding BUYER failure to give timely notice to AROMALINK if AROMALINK had not been prejudiced by such failure to give notice. This indemnity does not extend to any claims, demands, liabilities, losses, damages, money judgments or expenses due to BUYER’S negligence or misconduct.