All sales by Loomis Enzymes, LLC (hereinafter “Seller”) are expressly conditioned upon the assent by Buyer to these terms and conditions of sale (the “Terms”). The rights of the parties shall be governed exclusively by these Terms, and any attempt by Buyer to vary these Terms in any acceptance, acknowledgment, confirmation, purchase order or in any other manner containing additional, different or inconsistent terms and conditions (collectively “Different Terms”) is hereby expressly objected to and rejected by Seller. Seller’s dealings with Buyer or silence in response to Different Terms proposed by Buyer shall not be deemed acceptance of the Different Terms. No person, agent or party may modify these Terms unless acknowledged in writing by an officer of Seller. Please read these Terms in their entirety to review important provisions regarding arbitration, limitation of liability, waivers, indemnities, and other important provisions.

1. Resale Policy. Seller manufactures and distributes nutritional products under several registered trademarks including Chiro-Zyme® and Loomis Enzymes® (hereinafter “professional products”). Seller’s products are best marketed and sold to the public with the advice and consultation of a licensed healthcare professional (hereinafter “Sales Associate”) who will evaluate the nutritional status and needs of their patients and/or clients (hereinafter “patients”). The sales and distribution policies of Seller are established to ensure that Seller’s products are marketed to patients who are nutritionally evaluated and informed about the proper uses and benefits of the products. Therefore, Seller requires that Sales Associates maintain a valid patient/provider relationship and evaluate the nutritional needs of each patient to whom they sell professional products.
   
   Further, Sales Associates agree to the following:
   
   
   1. Only sell professional products to their patients in appropriate quantities for individual use.
   2. Not resell products to other healthcare professionals, businesses, or individuals with whom no patient/provider relationship exists.
   3. Not sell, solicit, or accept orders for professional products via the internet or any other e-commerce format. (Including but not limited to websites, emails, third party retailers, etc.)
   4. Not advertise pricing information (including discounts, or special pricing) to the general public in any promotional material (including but not limited to marketing materials, advertisements, websites, emails, etc.). Patients being treated by the Sales Associate may receive discounted pricing only in the Sales Associate’s office. Seller recommends that all Sales Associates sell professional products at the suggested retail price.
   5. Not sell professional products in a retail setting direct to the general public in any manner. Licensed Pharmacies and health food stores must meet each of the following requirements to maintain an account: 1) There must be face to face nutritional consultation by a qualified healthcare practitioner on site. 2) Products must be behind the counter.
   6. Not recommend Seller’s products to treat illnesses, medical conditions or diseases, and refrain from making any claims about the suitability of Seller products for specific illnesses, conditions or diseases.
   Seller’s products and labels are protected by copyright and trademark laws. Images of the products will be provided to the Sales Associate, for distribution or advertising, upon request at no additional charge. Seller reserves the right to withhold sales or distribution of its products to any Sales Associate who sells, attempts to sell, or markets Seller’s products contrary to the Sales and distribution terms set forth above.
   
   
2. California Product Sales. Many of Seller’s products may contain chemicals listed under California’s Proposition 65. Other jurisdictions do not require these warnings, and Seller’s products are not labeled with the safe harbor warning language. Sales Associates who wish to sell and/or distribute products to customers in California should consult with Seller for additional information regarding Proposition 65 chemicals that may be present in Seller’s products.
   
   
3. Fees. Buyer is responsible for promptly paying all costs and fees (the “Fees”) associated with its purchase of goods or services (the “Order”) at the time of purchase. Buyer is also responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to Seller’s net income) related to the Order (collectively, the “Taxes”). Buyer shall promptly pay all Taxes at the time of purchase. All prices for goods are subject to change without notice. Seller reserves the right to invoice at prices in effect at time of delivery if Buyer requests a delivery date more than thirty (30) days after the Order is placed by Buyer.
   
   
4. Payment. If any Fees are not payable at the time of purchase, Buyer shall pay such Fees within thirty (30) days of the invoice date appearing on an invoice from Seller, and overdue fees shall be subject to a 1.5% per month late charge on any past due balance, (but in no event more than the maximum rate permitted by law). Seller retains all rights to extend or remove credit for any reason, and to require Cash-On-Delivery. Payment shall not be subject to any right of set-off. Seller may require a 50% deposit on special order items. Payment for the Order must be made by credit card (Visa, MasterCard, American Express, OR Discover), cashier’s check, or other valid business check or money order. No starter checks are accepted. Fees do not include shipping and handling or applicable taxes that arise in connection with these Terms or with the Order. Title to all goods shall remain with Seller until payment is received in full from Buyer.
   
   
5. No Cancellation. Once placed, the Order is not subject to cancellation, except with Seller’s written consent, which may be withheld for any reason. Buyer shall be responsible for any costs, charges, or fees associated with the Order that have been incurred at the time of Seller’s receipt of cancellation, including but not limited to the full amount of the Order.
   
   
6. Account Security. Any information Buyer provides to Seller in the purchasing process, including, without limitation, credit card and financial information, and other personally identifiable information (“Customer Information”), will be true, accurate, current and complete information. Buyer agrees not to provide Customer Information that is false, inaccurate, misleading, or fraudulent. Buyer is solely responsible for all transactions and transmissions that occur through the use of its Customer Information, and it is Buyer’s responsibility to maintain and promptly update its Customer Information. Buyer agrees that Seller is not liable to it or any third party for damages or losses related to the accuracy or disclosure to Seller of its Customer Information. It is Buyer’s responsibility to maintain the confidentiality of its Customer Information. Seller requires that Buyer agree not to share its Customer Information with another person, nor allow another person to use its Customer Information. If Buyer believes that someone has used its Customer Information to access any of Seller’s services without Buyer’s authorization, please contact Seller immediately. Seller retains a perpetual, irrevocable, nonexclusive, royalty-free, worldwide license to use and store Buyer’s Customer Information (in any media, currently known or unknown) related to these Terms or Seller’s provision of goods and services. Buyer agrees not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, or otherwise conceal its identity from Seller for any purpose. Buyer is responsible for all activities that occur related to Buyer’s account(s) any accounts created by Buyer or authorized to be created by Buyer, or any other breach of security whether arising directly or indirectly, lawfully or unlawfully, and/or any confidential and/or other information accessed in connection therewith, and all such acts and omissions shall be deemed to be the acts and omissions of the Buyer.
   
   
7. Inspection of Goods Upon Receipt. Buyer must examine the Order and all goods when received. Buyer shall, within five (5) days of delivery of the Order, inspect the goods and immediately report in writing to SELLER any shortages, damages or defects reasonably observable by proper inspection. If Buyer fails to inspect or report any shortages, damages or defects as required under this section, Buyer shall be deemed to have unqualifiedly accepted the goods. Upon inspection, if Buyer discovers a shortage of goods, or that Seller has shipped incorrect goods, Buyer shall notify Seller’s Customer Service Department at 1-800-614-4400. Buyer must (i) report any visible damage to the Order or the goods to the carrier at time of delivery, (ii) note the damage when signing for the Order, and (iii) request a damage inspection in order to be eligible to receive a full credit for damaged products.
   
   
8. Delivery. Delivery Cost and Risk of Loss: All prices are F.O.B. Seller’s facility. Risk of loss and damage to goods shall pass to Buyer upon delivery of the goods F.O.B. Seller’s facility. Buyer shall pay all transportation charges. Costs of delivery are available upon request. All C.O.D. orders must be delivered via UPS and be paid with check or money order. Before mailing payment for a prepaid Order, Buyer shall contact Seller for shipping charges. Orders shipped via USPS and received by 9:30 A.M. (U.S. Central Time), or via UPS and received by 4:00 P.M., will be shipped from Seller’s facility on the same day. Orders received after this time will be shipped on the next regular business day. Delivery of the Order on any specified date is subject to the availability of the goods, and it is understood that any date specified is an estimated and projected delivery date. It is Buyer’s responsibility to be available at the time of delivery, and the shipping carrier shall determine, in its discretion, whether it will leave a package at Buyer’s address without a signature. If delivery of any order is refused, you will be responsible for the initial shipping fee, return shipping fee and any other applicable fees charged by the carrier. THE SELLER PARTIES (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR PENALTY FOR DELAY IN DELIVERY OR FOR FAILURE TO GIVE NOTICE OF ANY DELAY. THE SELLER PARTIES SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH SHIPMENT, NOR SHALL THE CARRIER BE DEEMED TO BE AN AGENT OF SELLER.
   
   
9. Return Information. Any goods in the Order must be returned within thirty (30) days of receipt for Buyer to be eligible to receive full credit. Buyer must obtain an “Authorized Return Number” from Seller’s Customer Service Department (1-800-614-4400), which may be issued in Seller’s sole discretion, to return products, (the “Returned Products”). Returned Products will not be accepted by Seller without an Authorized Return Number. Buyer must pay all costs of shipping for Returned Products, and all Returned Products will be subject to inspection by Seller. Returned Products must be in new, unopened condition, free of marking. Seller shall determine, in its sole discretion, if Returned Products are in good condition, will be accepted, and if credit will therefore be given to Buyer. Returned Products that are accepted for return will incur a twenty-percent (20%) re-stocking fee. Risk of loss during shipping of Returned Products shall always remain with Buyer.
   
   
10. Compliance with Laws. Buyer shall obtain all licenses, permits and approvals required by any government or applicable authority, and shall comply with all applicable laws, rules, regulations, policies and procedures and any requirements applicable to the importation, exportation, use, sale, loan, purchase, destruction, and distribution of goods in the Order (collectively “Applicable Laws”). Buyer agrees to comply with all applicable export laws and restrictions and regulations of the United States Department of Commerce or other United States agency or authority.
    
    
11. Disclaimer. THE GOODS AND SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY, OF INFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. BUYER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATE USE OF THE GOODS AND SERVICES.
    
    
12. Medical Disclaimer. SELLER DOES NOT PROVIDE MEDICAL ADVICE OR PRESCRIPTION DRUG THERAPY RECOMMENDATIONS. THE GOODS AND SERVICES MAY NOT CONTAIN ALL INFORMATION THAT IS APPLICABLE TO BUYER’S PERSONAL CONDITIONS OR CIRCUMSTANCES. THIS CATALOG AND SERVICES ARE NOT INTENDED FOR DIAGNOSIS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH A PHYSICIAN OR OTHER HEALTH CARE PROVIDER. IF BUYER SUSPECTS BUYER MAY HAVE A MEDICAL PROBLEM, PROMPTLY SEEK THE CARE OF A PHYSICIAN OR HEALTHCARE PROVIDER. BUYER SHOULD CONTACT ITS PHYSICIAN TO DETERMINE WHETHER ANY OF THE GOODS OR SERVICES ARE APPROPRIATE FOR BUYER’S USE IF BUYER HAS A MEDICAL PROBLEM BEFORE USING ANY OF THE GOODS OR SERVICES. ANY INFORMATION SUPPLIED THROUGH THE ORDER PROCESS, IN ANY MANNER OR MEDIUM, IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE OR CREATE A PROFESSIONAL RELATIONSHIP BETWEEN SELLER AND BUYER, AND DOES NOT CREATE ANY MEDICAL PRIVACY INTERESTS.
    
    
13. Food and Drug Administration. Claims and statements made by Seller about specific goods and services in the Order have not been evaluated by the FDA (Food and Drug Administration). Dietary and nutrition supplements are not intended to diagnose, treat, cure or prevent disease. Buyer should consult with a qualified healthcare professional or physician before beginning any diet, exercise or supplementation program.
    
    
14. Indemnification. BUYER SHALL DEFEND, REIMBURSE, INDEMNIFY AND HOLD HARMLESS SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE “SELLER PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING FROM, RELATED TO, OR IN ANY WAY CONNECTED WITH (I) ANY ALLEGATION, CLAIM, ACTION, SUIT OR THREAT THEREOF FOR THE DEATH OR INJURY OF ANY PERSON(S) OR DAMAGE OR DESTRUCTION OF ANY PROPERTY, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH, THE GOODS OR SERVICES SOLD BY SELLER TO BUYER INCLUDING, BUT NOT LIMITED TO, THEIR USE, TESTING, SALE, DISTRIBUTION OR OTHER MATTER OF TRANSFER BY OR TO ANYONE, (II) BUYER’S BREACH OF THESE TERMS OR ANY DOCUMENT INCORPORATED BY REFERENCE, (III) BUYER’S VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION, OR (IV) BUYER’S NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. BUYER’S DUTY TO DEFEND, REIMBURSE, INDEMNIFY AND HOLD THE SELLER PARTIES HARMLESS SHALL INCLUDE, AS TO ALL CLAIMS, DEMANDS, LOSSES AND LIABILITIES TO WHICH IT APPLIES, SELLER’S PERSONNEL-RELATED COSTS, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND ALL OTHER CLAIM-RELATED EXPENSES.
    
    
15. Attorney’s Fees. Buyer is responsible to Seller for all attorneys’ fees and costs Seller may incur in enforcing any provision of these Terms, or in connection with the successful defense or settlement of any claim or demand made by Buyer under these Terms.
    
    
16. Limitation of Liability. Buyer acknowledges that the price of the goods and services in the Order is predicated on the enforceability of the following limitation of liability, that the price would be substantially higher if Seller could not limit its liability as herein provided, and that Buyer accepts this limitation of liability in exchange for the lower price. The Seller Parties’ sole liability to Buyer, and Buyer’s exclusive remedy for any claims in any way related to or arising under these Terms or the Order, or under any other theory of recovery, shall be limited as follows: (i) at Seller’s sole option, Seller shall either replace the goods or services in the Order or refund Buyer the amount it paid for defective goods or services in the Order (subject to section 5); (ii) in all other cases Seller’s total aggregate liability to Buyer hereunder shall not exceed the purchase price paid by Buyer for the specific goods or services from which any claim or damages may arise. Notwithstanding the foregoing, in no event shall the Seller Parties be liable in any way for any claims for any indirect, special, or consequential damages, lost profits, lost data, loss of business, whether foreseeable or not, incurred by Buyer or any other person relating in any way to these Terms or the Order, whether or not Buyer or other person has been advised of the possibility of such loss or damage. This is a comprehensive limitation of the Seller Parties’ liability that applies to all losses and damages of any kind, provided that nothing in this these Terms shall be deemed to waive any liability or any implied warranty that is non-waiveable as a matter of law.
    
    
17. Limitation of Actions. Buyer acknowledges and agrees that, regardless of any statute or law to the contrary, any claim or cause of action that Buyer may have arising out of or relating to Buyer’s use of the goods or services in the Order must be filed on or before one (1) year after such claim or cause of action arises, or forever be barred.
    
    
18. Changes in Products and Services. Seller reserves the right to modify, change, or replace any goods or services from time to time, for any reason, without notice or penalty.
    
    
19. Relationship of Parties. Buyer acknowledges and agrees that Buyer and Seller are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other party or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
    
    
20. Dispute Resolution. If a dispute arises between you and any of the Seller Parties, it is the goal of Seller to work in good faith with you to quickly and amicably resolve the dispute. All disputes, claims, or controversies (“Claims”) arising under or relating to these Terms, this catalog, or the goods or services that cannot be resolved informally, will be finally resolved by binding arbitration as described herein. Any dispute arising under or related to these Terms, this catalog, or the goods or services (including the arbitrability of such a dispute and the existence, validity, interpretation, performance, termi nation or breach thereof) shall be finally settled by binding arbitration by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), with the arbitration to be commenced no later than one (1) year after such Claim accrues (in absence of which it shall be deemed forever waived). A judgment upon an arbitrator’s award may be entered by any court of competent jurisdiction. To the extent permitted by applicable law, you agree that there shall be no class action arbitration related to this Agreement or the goods or services. All parties shall bear their own expenses, except that the parties shall equally share the expenses of the arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the related Claim). The above obligations to arbitrate shall not prevent a party from seeking a preliminary injunction, temporary restraining order, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute. Exclusive jurisdiction and venue for arbitration or any other legal action or proceeding in any way related to this Agreement, this catalog, or the goods or services shall be in Madison, Wisconsin. Any matter brought before a court shall be brought solely in the state or federal courts located in Madison, Wisconsin.
    
    
21. No Third Party Beneficiary. Neither the Order nor any provision hereof is intended to create any right, claim or remedy in favor of, or impose any obligation upon, any person or entity other than the parties hereto.
    
    
22. Severability. The invalidity of any portion of these Terms will and shall not be deemed to affect the validity of any other provision. If any provision of these Terms is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect.
    
    
23. Force Majeure. Under no circumstances shall Seller be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance by third parties, or loss of or fluctuations in heat, light, or air conditioning.
    
    
24. Non-Waiver. Failure by Seller to insist upon strict performance of any terms or conditions stated herein shall not be considered a continuing waiver of such terms or conditions or any of Seller’s rights hereunder. No express waiver shall affect any provision other than that to which the waiver is expressly applicable and only for that occurrence.
    
    
25. Entire Agreement. These Terms constitute the final expression of the agreement of the parties and supersede any and all other oral or written agreements between the parties hereto with respect to the subject matter hereof.