Terms & Conditions

• The product is returned to Natural Health Labs at the customer's expense for shipping and handling.

• The return is accompanied by a signed statement from the retail customer identifying the reason for the return.

• A copy of the original retail sales receipt must be included with the return.

• The unused portion of the Natural Health Labs product in its original container is returned.

• The name, address, and telephone number of the retail customer. Proper shipping carton(s) and packing materials are to be used in packaging the Natural Health Labs product(s) being returned for replacement, and the best and most economical means of shipping is suggested.

• Natural Health Labs will pay the cost of shipping the replacement Natural Health Labs product(s).

• Natural Health Labs will not refund any retail customer returns and no replacement of Natural Health Labs product will be made if the conditions of these rules are not met.

A written replacement request must be submitted, stating the reason for the request and accompanied by proof of payment and a copy of the Purchase Order Form or packing slip. Natural Health Labs product returned without prior authorization will be returned to the Customer. Natural Health Labs will instruct the Customer where to ship the Natural Health Labs product for inventory and verification. Upon receipt and verification of the Natural Health Labs product, Natural Health Labs will ship out replacement Natural Health Labs product as appropriate.

Natural Health Labs Inc. (the "Corporation")
A corporation incorporated under the laws of Colorado,
with its principal place of business at

1870 W.64th Lane
Denver, CO 80221
(303) 388-7122

- and -

Wholesale Customer (the "Distributor").

WHEREAS:
(A) The Corporation produces and sells nutritional supplements and homeopathic products bearing the trademarks listed on Exhibit "A" hereto (the "Products");

(B) The Distributor desires to obtain the non-exclusive right to promote, distribute and sell the Products;

(C) The Distributor has assured the Corporation that it possesses the necessary technical and commercial competence and the ability to easily structure the organization necessary to ensure efficient performance of its obligations hereunder;

(D) The Corporation is willing to sell the Products to the Distributor for marketing in the Territory (as hereinafter defined) under the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

1.1 Appointment. Subject to the terms and conditions of this Agreement, the Corporation grants to Distributor the non-exclusive right to promote, market, distribute and sell the Products. The Distributor hereby accepts such non-exclusive appointment and agrees to use its best efforts to develop and promote the sale of the Products, in accordance with the terms and conditions of this Agreement. For greater certainty, the Distributor acknowledges that the Corporation reserves the right to market and sell the Products within the Territory directly or through one or more other distributors.

1.2 Discontinuations. Nothing in this Article 1 or elsewhere in this Agreement shall preclude the Corporation from discontinuing the sale of any Product which the Corporation reasonably concludes is no longer profitable or otherwise feasible for the Corporation to sell, provided the Corporation gives the Distributor at least ninety (90) prior written notice of such discontinuation.

1.3 Limitations. The Distributor shall buy and sell the Products in its own name and for its own account. The Distributor is an independent contractor, and not an employee, agent, joint venturer or partner of the Corporation. The Distributor and employees of the Distributor shall identify themselves as such, and shall make clear the limitations of their authority to any potential or actual customers of the Products. The Distributor may not, in any manner, accept any obligation, incur any liability, promise any performance or pledge any credit on behalf of, or for the account of, the Corporation except those expressly permitted under this Agreement. Each party shall pay any and all expenses and charges relating to their performance of contractual obligations hereunder.

2.1 Products. The Products covered by this Agreement shall include but may not be limited to the list of products defined within Exhibit "A" attached hereto, as it may be amended from time to time.

3.1 Territory. There are no territorial agreements.

4.1 The selling price to the Distributor for the Products will be the Corporation's distributor volume price list in effect at the time of the Distributor's order. The Distributor shall submit purchase orders for the Products to the Corporation in electronic or written form. The Purchase Order identifies the Products ordered, quantity and requested delivery dates.

4.2 The Corporation's price list is subject to change as to the cost of raw ingredient procurement. The Corporation will inform Distributor as soon as possible with any price changes prior to orders.

4.3 Payment shall be made in full with Purchase Order.

4.4 In the event of any delay in payment of any amounts due to the Corporation hereunder, the Corporation shall have the right to suspend deliveries and may, at its option, terminate the order, as well as any and all other orders and contracts with the Distributor. In the event that the Corporation does not receive any payment when due, the Distributor shall pay to the Corporation as a late charge and not as a penalty, interest on the unpaid balance from the due date until payment is actually received by the Corporation, at the varying prime (sometimes called base) announced by the Corporation's banker. The Distributor shall make all payments in accordance with the terms of this Agreement notwithstanding any claim for any alleged fault, defect or irregularity in the Products, in the event of any delay in payment, the Corporation may, at its option, terminate the order and hold the Distributor liable for damages.

5.1 The Distributor shall use all reasonable commercial efforts to develop and maintain the integrity of the brand name of producuts.

5.2 The Distributor will become trained and knowledgeable about the Products. All advertising and promotional materials must comply with FDA nutritional supplements guidelines in marketing; no health claims are to be made with regard to the products.

5.3 Licenses and Permits. The Distributor agrees that it shall obtain any and all licenses and permits which may be required under all applicable Federal, State or local law in order to perform the duties and obligations hereunder.

5.4 The Distributor undertakes to comply with the rules of fair competition and all other applicable Federal, State or local laws and regulations.

6.1 The Distributor is responsible for complying with the Natural Health Labs current MAPS policy. The Distributor is responsible for the compliance of the MAPS policy with all their resellers.

"All customers, wholesalers and resellers selling hCG and other Natural Health Labs products to end-consumers via online stores, are prohibited to sell any Natural Health Labs hCG product for less than 25% below manufacturer's suggested retail price. Requests to sell Natural Health Labs branded products by Distributors or Resellers on third party auction websites must be approved by Natural Health Labs, Inc. An internet surcharge may apply.

Any customer, wholesaler and reseller that fails to comply with this pricing policy can be subject to the follow actions: written warning, cease and desist order from selling Natural Health Labs products, and/or legal action for potential damages.

Private label options are available for wholesale accounts. There will be no restrictions under the Natural Health Labs MAPS policy when you create your own brand/label through Natural Health Labs.

7.1 THE CORPORATION WARRANTS TO THE DISTRIBUTOR EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DISTRIBUTOR OF THE PRODUCT (THE AWARRANTY PERIOD").

7.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DISTRIBUTOR NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DISTRIBUTOR RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DISTRIBUTOR WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION.

7.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DISTRIBUTOR OR THIRD PARTIES.

7.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DISTRIBUTOR THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DISTRIBUTOR'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DISTRIBUTOR MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD.

7.5 THE FOREGOING CONSTITUTES THE DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

8.1 The duration of this Agreement shall be for a period of Term of Agreement (ie. three (3) years)] from the date of this Agreement (the "Initial Term"). Thereafter, this Agreement shall be automatically renewed, at the same terms and conditions, for additional, successive one (1) year periods (each, a "Renewal Term") unless either party hereto gives to the other party written notice to terminate this Agreement no later than ninety (90) days prior to the end of the Initial Term or any Renewal Term. The Initial Term and the Renewal Term are hereinafter collectively referred to as the "Term".

8.2 Anything in section 8.1 above to the contrary notwithstanding, this Agreement may also be terminated at any time by the Corporation immediately upon written notice to the Distributor in the event that after the date hereof:

(a) The Distributor fails to comply with the applicable federal, State and local laws and regulations, pursuant to section 6.3 above;
(b) The Distributor fails to comply with the price and payment term provisions set forth above hereof; or
(c) Upon termination or expiration of this Agreement, all of the Distributor's rights with respect to the Trade-marks shall immediately cease, provided, however, that the Distributor may utilize the Trademarks to sell any Products remaining in inventory or otherwise delivered after the said expiration or termination for a period of six (6) months from the date of termination.

9.1 Confidential Information. During the Term hereof and thereafter, the Distributor agrees to keep secret all Confidential Information and will take all steps and institute any internal secrecy procedures which may be necessary to maintain the secrecy of the Confidential Information and further agrees that it shall not use the Confidential Information except in connection with the performance of its obligations under this Agreement. Upon termination of this Agreement, Distributor shall immediately cease to use the Confidential Information and shall return to the Corporation all documents and copies in its possession or control which in any way embody or evidence the Confidential Information. As used herein, the term "Confidential Information" shall mean all information disclosed to the Distributor or otherwise acquired by the Distributor in connection with its performance of its obligations under this Agreement, concerning or relating in any way to the markets, customers, Products, procedures, plans, operating experience, marketing strategies, organization, employees, financial conditions or plans or business of the Corporation, its subsidiaries or Affiliates, except for such knowledge or information which:

(i) is or later becomes publicly known under circumstances involving no breach of this Agreement by the Distributor;
(ii) was already known to the Distributor at the time it received the information or knowledge;
(iii) is made available to the Distributor by a third party without secrecy obligation and without breach of its obligations to the Corporation; or (iv) the Distributor is required by law to divulge.

10.1 During the Term of this Agreement, the Distributor shall have the limited, non-exclusive, royalty-free right to use the Trademarks in connection with the promotion and sale of Products in the Territory, provided however that the Distributor obtain the Corporation's prior written consent to use the Trademarks in catalogues, promotional materials, and advertising materials.

10.2 Use of the Trademarks shall conform to the following requirements:
(a) The Distributor shall not use the Trademarks in any manner without the prior written approval of the Corporation.
(b) The Distributor shall not put or retain the Trademarks in the Distributor's own name or any business name;
(c) The Distributor shall not use the Trademarks in any manner which suggests an affiliation with the Corporation other than that of distributor of the Products;
(d) The Distributor shall not add to, or use with, the Trademarks, any other trade name, trademark, symbol or device without the prior written approval of the Corporation.
(e) The Distributor shall employ any symbol or notice with the Trademarks which the Corporation advises is necessary, from time to time, to identify and protect the interest of the Corporation in the Trademarks.
(f) The Distributor shall apply no other trade name or trade name, nor any labels, signs or markings of any kind to the Products without the prior written consent of the Corporation.

10.3 The Distributor hereby acknowledges that the Corporation (or Licensors of the Corporation) are the sole owners of the Trademarks and the goodwill pertaining thereto and that nothing contained herein shall constitute an assignment of the Trademarks or grant to Distributor any right, title or interest therein, except the right to use it as set forth in this Article 11. The Distributor agrees that it will not contest the Corporation's (or the Corporation's Licensors') ownership of the Trademarks, either during or after the Term.

10.4 The Distributor agrees that, upon the termination of this Agreement, it shall have no interest in or right to use the Trademarks in any manner or for any purpose whatsoever, except for the limited right to sell its then remaining inventory of Products bearing the Trademarks.

10.5 If the Distributor acquires any rights to the Trademarks for any reason, it undertakes to promptly return such rights to the Corporation immediately and without expense to the Corporation.

10.6 The Corporation represents and warrants to the Distributor that
(i) it is the registered owner of the Trademarks and/or is the sole authorized licensee of such Trademarks in the Territory, pursuant to valid license agreements and
(ii) it has the right, power and authority to enter into this Agreement and to grant to the Distributor the rights granted hereby.

11.1 Neither party hereto shall be liable to the other for delay in any performance or for the failure to render any performance under this Agreement when such delay or failure is a direct result of any present or future statute, law, ordinance, regulation, order, failure to deliver on the part of its suppliers, judgment or decree, act of God, earthquake, epidemic, explosion, lockout, boycott, strike, labor unrest, riot, war, or similar catastrophic occurrence.

11.2 In the event of any such delay or failure, the affected party shall send written or electronic notice of the delay or failure and the reason thereof to the other party within fourteen (14) calendar days from the time the affected party knew or should have known of the Force Majeure in question.

11.3 The provisions of this Article shall not be applicable to any obligation involving the payment of money.

12.1 Governing Law. This Agreement and all sales and commission transactions pursuant hereto shall be governed by the laws of Colorado, but without reference to the choice of law provisions thereof.

12.2 Notices. Any notice, request, demand, waiver, consent, approval or other communication required to be given pursuant to this Agreement (each, a "Notice") shall be in writing and shall be deemed given:
(i) upon delivery, if by hand;
(ii) after two (2) business days, if sent by express mail or air courier; or
(iii) upon transmission, if sent by facsimile (provided that a confirmation copy is sent in the manner provided in clause (ii) of this Section 13.2 within thirty-six (36) hours after such transmission), except that if notice is received by facsimile after 5:00 p.m. on a business day at the place of receipt, it shall be effective as of the following business day. All Notices are to be given or made to the parties at the addresses appearing on the first page hereof, or to such other address as any party may designate by a Notice given in accordance with the provisions of this Section 13.2.

12.3 Entire Agreement; Amendment. This Agreement, together with Exhibits hereto, contains the entire agreement and understanding of the parties hereto with respect to the matters herein set forth, and all prior negotiations and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement. This Agreement may not be modified except in writing, signed by both of the parties hereto.

12.4 Waiver. The failure by the Corporation to require the performance of any term of this Agreement or the waiver by the Corporation of any breach under this Agreement shall not operate or be construed as a waiver of any subsequent breach by the Distributor hereto.

12.5 Assignment. Neither party shall assign its rights nor delegate the performance of its duties or other obligations under this Agreement, including any claims arising out of or connected with this Agreement, without the prior written consent of the other party.

12.6 Arbitration. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration in [City in which Arbitration to take place] before a panel of three (3) arbitrators pursuant to the International Rules then obtaining of the American Arbitration Association. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to any party in such arbitration. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having competent jurisdiction.

12.7 Severability. In case any one or more provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other applications thereof shall not in any way be affected or impaired thereby.