No change to any of these Terms shall be binding on NATURA unless NATURA’s authorized officer expressly consents to the change in writing. In the event of any conflict between these Terms and the provisions set forth in any document supplied by Buyer, including Buyer’s purchase order or any other form, document, or written or oral communication, supplied by Buyer to NATURA, whether before, on or after the date of Buyer’s order, these Terms shall prevail. NATURA’s failure to object to the provisions set forth in any purchase order or other form or document supplied by Buyer shall not be construed as a waiver of these Terms nor as acceptance of any such provision.

NATURA agrees to sell the Products to the Buyer, and Buyer agrees to purchase the Products, for the purchase price set forth in the Sales Contract. Buyer has to pay full amount as per Sales Contract for any cancellation of orders unless otherwise agreed by NATURA.

Incoterms ® as in effect on the date of the Sales Order Confirmation shall apply to all NATURA sales. Unless otherwise specified by Buyer and agreed to in writing by NATURA, the following Incoterms ® are selected: (a) sales will be made Free On Board (FOB) shipping point; (b) delivery of the Products to Buyer’s carrier at the shipping point shall constitute delivery to Buyer; and (c) all risk of loss or damage in transit shall be borne by Buyer.

Immediately upon delivery of Products to Buyer, Buyer shall inspect the same and shall give notice to NATURA of any claims for shortages, defects, discrepancies or damages; and Buyer shall hold any damaged or defective Products for NATURA’s written instructions concerning disposition. If Buyer fails to so notify NATURA within ten (10) days after the Products have been delivered to/ cleared by Buyer, such Products shall be deemed to have been irrevocably accepted by Buyer and to conform to the Terms and to the applicable product specifications (“Product Specifications”). NATURA will only be liable up to the cost of Products involved in a claim or up to USD50,000.00 (United States Dollars Fifty Thousand) whichever is lower per incident. NATURA shall not responsible for the eventual use of the product(s) by Buyer.

Neither Party shall be deemed to be in default hereunder if prevented from performing any obligation for any reason beyond its control, including but not limited to, acts of God, war, civil commotion, fire, flood or casualty, strike, slowdowns or other labour difficulties, shortage of or inability to obtain labour, materials or equipment, governmental regulations or restrictions, or unusually severe weather. In any such case, the Parties agree to negotiate in good faith with the goal of preserving the Sale and the respective rights and obligations of the Parties hereunder, to the extent reasonably practicable. It is agreed that financial adversity shall not be considered to be a matter beyond a Party’s reasonable control.

All prices are subject to change from time to time without notice; provided, however, that shipments will be billed at the price quoted in the Sales Contract. Provided Buyer’s credit has been approved by NATURA, terms of the sale is D/P at Sight, unless otherwise stated in writing by NATURA. NATURA reserves the right to require full or partial payment in advance before proceeding with fulfilment of the Sale. If Buyer fails to make any payment when due, NATURA, at its option and without limiting its right to exercise other lawful remedies, may defer or cancel further deliveries. In addition, NATURA reserves the right to charge a late fee equal to 10 percent (10%) per annum from the date payment is due until paid; and Buyer shall be liable for any collection costs that NATURA incurs, including reasonable attorney’s fees.

Additional charges may be levied for services provided and costs incurred by NATURA, including, without limitation, charges for handling, labelling, restocking, repacking/repackaging, surcharges for orders below minimum quantity, etc. Such charges shall be included in the Order Confirmation if the need for such costs and services is known at the time the Sales Contract is sent.

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or in connection with the Sale shall be paid by Buyer and, if paid by NATURA, shall be reimbursed by Buyer. If Buyer is exempt from any such tax, fee or charge, Buyer shall provide to NATURA, at the time Buyer submits its order, an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

Buyer may not return Products unless so authorized by NATURA in writing. Notice of Buyer’s request to return Products must be delivered to NATURA within fourteen (14) days of delivery of the Products to Buyer. NATURA will not accept broken containers, or Products deteriorated due to improper storage, the effects of heat, cold or moisture, or other conditions. Products may not be returned for credit except with NATURA’s permission, and then only in strict compliance with NATURA’s return-shipment instructions. Credit will only be issued once Products have been received. A restocking charge may be levied. All cost of return must be borne by Buyer unless agreed by NATURA.

At Buyer’s request, NATURA may furnish technical assistance and information with respect to NATURA’s Products. Unless otherwise agreed, all such technical assistance and information will be provided without charge, and Buyer assumes sole responsibility for results obtained in reliance thereon. NATURA makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by NATURA regarding use, application or suitability of the Products shall not be construed as an express warranty unless expressly designated as such in writing by NATURA.

NATURA warrants that the Products sold to the Buyer will conform to the Product Specifications. Otherwise, NATURA makes no representations or warranties, either express or implied, of any kind, including warranties as to merchantability, fitness for a particular purpose or any other warranties with respect to the Products. Without limiting the generality of the foregoing, NATURA does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any Indonesia or other Patents covering the Products themselves or the use thereof in combination with other products or in the operation of any process.

With respect to any other liability arising hereunder, the liability of each of the Parties, and the non-breaching Party’s exclusive remedy for any breach of performance hereunder, shall be the recovery of actual damages resulting from the breaching Party’s acts or omissions in the performance of its obligations as stated herein. In no event shall either Party be liable to the other for any lost profits, incidental or consequential damages, or punitive damages.13. Compliance with Laws, Regulations:

NATURA shall comply with all laws of Republic of Indonesia in connection with the distribution of the Products.

To the extent the use of the products delivered by NATURA, e.g. for cosmetic or pharmaceutical products, food, semi-luxury and luxury foodstuff or animal food is subject to legal regulations, it shall be the Buyer’s responsibility to verify whether the delivered products are suitable for such use and whether the final product complies with the applicable legal regulations. Any deviating provisions must be agreed upon in writing in the individual case. Buyer also has the duty to warn Buyer’s customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. Buyer agrees to comply with instructions, if any, furnished by NATURA relating to the use of the Products and not to misuse the Products in any manner. If the Products purchased from NATURA are to be repackaged, relabelled or used as starting materials or components of other products, Buyer will verify the suitability of the Products for their intended use or purposes. Buyer shall notify NATURA immediately upon Buyer’s becoming aware of any accident or other incident involving NATURA’s Products resulting in personal injury or damage to property, and Buyer shall fully cooperate with NATURA in the investigation and determination of the cause of such incident and shall make available to NATURA all statements, reports, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to NATURA and any investigation by NATURA shall not constitute an assumption of any liability by NATURA.

Each Party agrees that it shall not use or disclose confidential or proprietary information disclosed to it by the other Party, including, without limitation, the Terms of the Sale to the Buyer and the nature and results of any testing by either Party. Buyer further agrees that it will not reverse engineer any substances that are provided to it by NATURA, including the Products.

Each Party hereto (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, any subsidiary or affiliate thereof and the irrespective officers, directors, employees, agents, and successors and assigns (the “Indemnified Parties ”) from and against all losses, claims, damages, costs, expenses (including reasonable attorney’s fees ), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim , action, suit, proceeding or investigation (collectively, “Losses and Expenses ”) based in whole or in part on or arising in whole or in part out of (i) any breach of this Agreement by the Indemnifying Party or any subsidiary or affiliate thereof or (ii) any willful or negligent act, omission or conduct of any officer, director, employee or agent of the Indemnifying Party or any subsidiary or affiliate thereof. Further, Buyer agrees to indemnify and hold NATURA harmless from and against any and all Losses and Expenses that NATURA may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors and assigns, and by purchasers and users of Buyer’s products, in connection with the use of NATURA’s Products, or by reason of Buyer ’s failure to perform the obligations set forth in Section 15 hereof. Any Indemnified Party wishing to claim indemnification hereunder, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Party in writing, but the failure to so notify shall not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent that such failure would materially prejudice the Indemnifying Party.

The terms and conditions stated in these Terms, together with the Sales Contract, the Product Specifications, and NATURA’s invoice, constitute the entire agreement between the Parties relating to the Sale; and no prior or contemporaneous representations, proposals, correspondence, agreements or understandings, whether oral or written, shall be effective. These Terms are binding on the Parties and their respective successors and permitted assigns.

These Terms shall be deemed a contract made under the laws of the Republic of Indonesia. The Parties shall make reasonable efforts to settle in an amicable way any dispute that might arise between them in connection with these Terms. Should it not be possible to reach an amicable settlement, then all disputes arising out of the Terms and/or any other documents relating to the Sale including those concerning its validity, interpretation, performance and termination shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIC) under the HKIC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to be given to the Party to whom the notice is directed at the address provided in the Sales Contract (i) when personally delivered, with receipt acknowledged, or (ii) three business days after being sent by registered or certified mail, postage prepaid, return receipt requested, or (iii) when sent by facsimile or electronic mail, on the date received.

These Terms are not intended to, nor shall they be construed to, create any rights in or to benefit any third parties, including, without limitation, any person or entity purchasing products from Buyer that incorporate the Products.

NATURA’s standard documents are: Invoice, Packing List, Bill of Lading/ Airway Bill and Certificate of Analysis. Additional documents required have to be requested at the point of submission with Buyer’s Purchase Order. NATURA reserves the right to supply documents based on availability.

NATURA reserves the right to deliver Products in the best available packaging..