IPIC® RESELLER TERMS AND CONDITIONS OF SALE

The purchase and resale of the Beljanski® Professional Products (“Products”) of Natural Source International, Ltd. (“NSI”) are conducted under the following Reseller Terms and Conditions (“RTC”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY PRIOR TO THE INITIAL PURCHASE OF THE PRODUCTS AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW.

Only members of the International Professional Integrative Council (IPIC®) may become Authorized Resellers of the Products. IPIC® serves primarily as a catalyst in bringing health professionals and researchers together to explore best practices and critical issues, and share intelligence on latest publications and trends in integrative medicine. They must be good standing healthcare professionals and have completed proper training, prior to their initial purchase. If requested by NSI, Authorized IPIC® Resellers (“Reseller”) must submit a copy of their current license, degree or healthcare practitioner certificate for review.

PAYMENT, PRICING AND RATES

All goods remain NSI property until completion of payment. NSI reserves the right to change the prices of its products at any time. The products will be billed based on the prices that apply at the time of the order.

All major credit cards are accepted. The name and billing address used for the order must be those of the credit card holder.

NSI does not accept wire transfers; however we do accept money orders and cashier checks or personal checks drawn from a bank located in the United States of America. All checks should be paid to the order of Natural Source International, Ltd. In those instances, where applicable, a line of credit can be drawn down as long as the payment does not exceed the line’s maximum amount.

TAXES/DUTIES

Payments of all supplemental taxes or duties, if any, are the Reseller’s sole responsibility.

SHIPPING

NSI is committed to outstanding customer service therefore, orders are processed within 24 hours of receipt and shipment can take place as soon as 24 hours after the order has been processed. Orders may take on average 3 to 7 days to arrive, depending on the destination and any applicable customs processing. NSI offices are closed on weekends and U.S. holidays, and orders will be processed on the next business day. Shipping costs for all orders are at the Reseller’s expense and are in addition to the price of the products.

ORDER MODIFICATIONS

Orders may be modified if NSI receives notice (by phone, fax or e-mail) before the order has been shipped. PLEASE NOTE: NSI attempts to ship all orders within 24 hours after processing them.

RETURNS

When Reseller receives its order, it must check to make sure that it is in good condition (i.e., not damaged or defective) and let NSI know right away if there is a problem with the shipment.

Any item shipped by NSI may be returned as long as the return meets the following conditions:

•NSI has received notification (by phone, fax or e-mail) within 14 days of receipt of the product.

•It is new, in its original packaging and unopened.

•Upon receiving Reseller’s notification of a return, NSI will issue customer a return code that must be included in its return shipment, and Reseller will also receive return shipping instructions that must be followed.

•Returned items must be shipped to NSI by certified mail that includes a tracking number.

•It is the Reseller’s responsibility to send NSI a confirmation when a returned order has been shipped, and to include this tracking number in the confirmation.

•NSI must receive the returned item in new condition as stated above within 30 days of purchase.

•Special sale items are considered final and orders cannot be returned or exchanged.

PLEASE NOTE: Reseller is responsible for all costs of shipping, handling and possible taxes/duties of returned items.

All properly returned orders will be fully reimbursed, less a banking fee of 7% to cover credit card processing, plus $5 per item for handling and restocking processing.

If NSI ships the wrong product Reseller must follow the return conditions stated above so that the order will be replaced at no extra charge.

PROMOTIONS/OFFERS

At different times during the year and during special occasions or events, periodic promotions and sales valid for a limited period of time are available on selected products. These sales are considered final and orders cannot be returned or exchanged.

LIMITATION OF LIABILITY

NSI assumes no liability or responsibility for the use of its products beyond the information provided in its communications. NSI’s products are not intended to diagnose, treat, cure or prevent any disease.

In no event will NSI be liable (whether under contract, tort, warranty, strict liability, or otherwise) for special, indirect, incidental, punitive, or consequential damages, including lost sales or profits, resulting from, arising out of, or in connection with these Resellers Terms and Conditions or otherwise related to its subject matter NSI will not be liable to Resellers with respect to any subject matter, under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business) even if NSI has been advised of the possibility of such damages and even if those damages were foreseeable. NSI’s liability to any authorized Reseller of its products for any loss, cost, claim, injury, liability, or expense, including reasonable attorneys’ fees, shall be limited to the amount such authorized Reseller has paid to NSI for the products during the twelve (12) month period immediately preceding the claim date for that claim.

USE OF TRADEMARKS AND LOGOS

The Reseller agrees to follow the appropriate use of trademarks and logos as outlined in the Terms and Conditions. NSI may review the Reseller's website at any time and reserves the right to require Reseller to make changes to it based upon use of any intellectual property owned or controlled by NSI, even if NSI has previously approved or accepted Reseller's website or the material displayed thereon.

CONFIDENTIALITY

From time to time, NSI may disclose or make available to the Reseller information about its business affairs, goods and services, confidential information and materials comprising or relating to trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than resulting from, directly or indirectly, any breach of this section by the Reseller; (b) is or becomes available to the Reseller on a non-confidential basis from a third-party source, provided that the third party is not and was not prohibited from disclosing the Confidential Information; (c) was known by or in the possession of the Reseller before being disclosed by or on behalf of NSI; (d) was or is independently developed by the Reseller without reference to or use of, in whole or in part, any of NSI’s Confidential Information; or (e) must be disclosed under applicable Law.

Reseller agrees to: (a) protect and safeguard the confidentiality of NSI’s Confidential Information with at least the same degree of care as the Reseller would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use NSI’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations hereunder; (c) not disclose any Confidential Information to any person; and (d) promptly return or destroy all Confidential Information (including copies) and all documents and tangible materials that contain, reflect, incorporate or are based on Confidential Information received hereunder upon request of NSI.

JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws provisions. All sales take place in, and are subject to, the laws of the State of New York, United States of America. By using this website, you agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, pursuant to Article 6 of that Convention.

The parties expressly agree that any controversy, claim or dispute arising under or relating to these Reseller Terms and Conditions including, without limitation, the existence, validity, interpretation, performance, breach or termination thereof, shall be brought and decided in the state or federal courts in the State of New York, New York County. The parties expressly waive any objections on grounds of forum non-conveniens, venue or personal jurisdiction to proceeding in the above-referenced courts exclusively.

PRODUCT RESALE

Resellers of Beljanski® Professional products are expressly prohibited from selling these products online on any third party website. Violations will be considered damaging to NSI, which is not limited to the value of goods. Violations will be considered damaging to the integrity and value of the International Professional Integrative Counci® and damaging to the business.

Resellers must comply with NSI Internet Reseller Regulations as outlined within this Resale Policy. Reseller may not sell Beljanski® Professional products in a retail setting direct to the general public in any manner, unless there is a face-to-face consultation by an in-house qualified healthcare professional.

Products must be behind the counter and/or in a designated professional only area and are not to be sold in a retail manner (e.g. do not advertise pricing information (including discounts, price reductions, or special promotions that directly or indirectly infer the inclusion of Beljanski® Professional products) to the general public in any promotional material (including but not limited to marketing materials, advertisements, websites, sponsored web links, banner ads, etc.)

Sale of Beljanski® Professional products through third party websites (such as Amazon or eBay) are strictly prohibited. NSI reserves the right to not sell or supply any products to any Reseller that does not meet the NSI Standard.

VIOLATIONS OF INTERNET RESELLER POLICY

If NSI determines, to its sole satisfaction, that a Reseller has taken any action that does not preserve the NSI Standard, the Reseller will receive ten (10) days advance written notice from NSI that they are in violation of the Internet Regulations and therefore will no longer be able to purchase the products after the end of the ten (10) day notice period. After the notice period, Reseller will no longer be able to purchase the Products and Reseller will no longer be authorized to use the Trademarks on Reseller's website or in any other manner on the Internet. After the notice period, Reseller will be required to immediately cease all use of the Trademarks on Reseller's website or in any other manner on the Internet. Resellers that correct their website to bring it into compliance with these Internet Regulations should promptly notify NSI. NSI will then review Reseller's website. If NSI determines Reseller has brought his or her site into compliance with these Internet Regulations, Reseller's account will be reactivated so Reseller may purchase the products and use the Trademarks on Reseller's website in accordance with these Internet Regulations. The Reseller acknowledges that upon any subsequent breach of any provision of this Agreement, NSI may terminate Reseller's account without notice.

TERM/TERMINATION

The Term of this Agreement commences on the Effective Date and continues indefinitely, unless terminated immediately upon any breach by the Reseller of these Terms and Conditions.

Upon termination, all indebtedness of Reseller to NSI of any kind is immediately due and payable on the effective date of the termination without further notice to Reseller. Any notice of termination hereunder automatically operates as a cancellation of any deliveries of products to Reseller scheduled to be made after the effective date of termination, whether or not any orders for the products had been accepted by NSI. Upon termination Reseller shall cease to represent itself as NSI’s authorized Reseller regarding the products, and shall otherwise desist from all conduct or representations that might lead the public to believe Reseller is authorized by NSI to sell the products.

NSI may, at its own discretion, revise its Reseller Terms and Conditions at any time.

Any failure or delay by NSI in enforcing any clause of this Reseller Terms and Conditions will not be considered a waiver of the clause, and will not prevent NSI from enforcing the same Terms and Conditions at a later date at a later date.

ENFORCEMENT

NSI may modify or discontinue this policy, in its sole and absolute discretion, at any time. NSI may also terminate Reseller's non-exclusive, limited license to use the Trademarks at any time in its sole discretion upon written notice. Any failure or delay by NSI in enforcing any provisions of this Policy shall in no way be considered a waiver of such provisions or rights and shall in no way prevent NSI from enforcing the same at a later date. Customers failing to comply with any RTC found within this policy will face immediate termination of the customer’s account.

Please report all violators or abusers of this Resale Policy, or any of the company’s policies, to your sales representative, distributor, or the NSI corporate headquarters at 212 308 7066 or info@natural-source.com.