TERMS AND CONDITIONS OF SALES

These terms and conditions pertain to the sale of products sold by Century Pharmaceuticals, Inc. These terms are printed of the back of each one of Century's invoices.

1. Guarantee.
Seller guarantees that all products sold hereunder, as of the date of shipment, to be on such date, not adulterated or misbranded within the meaning of the United States Federal Food, Drug and Cosmetic Act, or amendments thereto, and are not articles which may not, under the provisions of the Act, be introduced into interstate commerce.

2. Warranty.
Product manufactured under this Agreement is warranted to be in accordance with the specifications provided by purchaser in writing and/or to be in accordance with the United States Federal Food, Drug and Cosmetic Act, or amendments thereto existent at the time of manufacture.

This warranty is exclusive and is in lieu of any implied warranty of merchantability, fitness for a particular purpose or other warranty of quality, except title. THE VENDOR ASSUMES NO LIABILITY FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER SUSTAINED BY PURCHASER, RESULTING FROM ANY NON-CONFORMITY OR DEFECTIVE CONDITION OF SUCH GOODS. Purchaser shall be solely responsible for determining the adequacy of the product for any and all uses to which purchaser shall apply the product and the application of the product shall not be subject to any implied warranty of fitness for that purpose.

In the event the product described in this Confirmation is found to be defective in materials, workmanship, or not in conformance with this expressed warranty, seller’s liability for any defects in accepted products shall be limited to replacing such defective products at Indianapolis, Indiana when products have been returned to seller and proved by seller’s examination to be defective, or at seller’s option, seller may refund the purchase price of such defective product. Failure of purchaser to notify seller in writing by certified mail of its rejection of defective products within 30 days after purchaser’s receipt thereof, shall constitute an acknowledgment by purchaser that such products shipped are satisfactory in all respects and supplied in accordance with ordered specifications. Failure to test, inspect and to make such a claim within said period, shall be conclusive evidence that the products shipped are satisfactory in all respects and supplied in accordance with ordered specifications.

Purchaser shall indemnify and hold seller harmless against (i) all claims, causes of action, liabilities, costs and damages of every kind that may be asserted against seller as a result of or arising out of the use by a third party of the product, including but not limited to causes of action brought by a customer of purchaser under theories of breach of warranty or contract, negligence or strict liability: and (ii) all attorneys’ fees and expenses seller may incur in connection with such matters. Purchaser further agrees that should purchaser be a party to any cause of action or litigation, purchaser shall not join seller as a party thereto, and shall not join in any other parties’ attempt to join purchaser in such litigation.

3. Patent Infringement.
Seller shall defend, indemnify and hold purchaser harmless with respect to any liability or purchaser for infringement of seller’s patents, trademarks (except trademarks used on products at the request of purchaser) or copyrights, if any, arising out of the use or sale of products supplied to purchaser under this Agreement. Purchaser shall communicate to seller all charges of such alleged infringement within a reasonable time after their receipt. Purchaser will cooperate fully with seller in defending or otherwise resolving such charge of infringement. Seller will have full control of the defense of all litigation brought against purchaser for alleged infringement by products supplied under this Agreement upon which seller holds the patent, trademark or copyright. Purchaser, at its expense, shall be entitled to be represented by its own counsel in any such litigation. Seller agrees to bear its costs and expenses of litigation, including its own attorney fees in connection with such alleged infringement, and seller will reimburse purchaser for each disbursement made by purchaser in satisfaction of the final judgment issued in such litigation. In the event that sale of such product is enjoined, seller shall repurchase purchaser’s inventory of such product at the cost paid by purchaser.

4. Restocking Fee.
Products returned due to overstocking will be subject to a 15% restocking fee.

5. Dakins products are non-returnable due to expiration dating limitation.

6. Product Recall.
In the event of a product recall, Century Pharmaceuticals, Inc. will provide you, as the customer, with the specific lot number(s) of the product affected. The customer agrees to provide, without charge, Century Pharmaceuticals, Inc. with the contact information for each customer who purchased the recalled product, down to the retail customer. Contact information includes, but is not limited to name, address, phone, fax and e-mail address. If customer does not track shipments by lot number, customer will provide contact information, to the retail level, for a range of dates. The range will start when the first potential shipment of the recalled product was received by the customer, and will continue until a specific date, to be determined at the time of the recall. Century reserves the right to determine how the recall process will be administered. Customer must receive a Return Authorization Number (RAN) from Century Pharmaceuticals, Inc. before returning any product. Century will pay for return freight of a recalled product, provided it has an RAN. If the customer chooses any other process, or to use a third party processor, Century will only reimburse recall costs deemed reasonable by Century Pharmaceuticals, Inc.

7. Failure to Deliver.
The seller shall be excused from any liability for failure to deliver if such failure is due to the objection of any government or governmental authority having jurisdiction over the seller, or the seller’s suppliers, restrictions, prohibitions, acts of God, public enemies, fires, earthquakes, floods, strikes or other labor difficulties, hostilities (war or insurrection), riots, transportation embargoes, accidents, epidemics and other hindrances of any kind, and all other causes beyond seller’s control.

8. Payment Terms.
Terms of payment are shown on the front of this Confirmation. No deductions from the sale price shall be taken by purchaser for return goods or for debit memos issued by purchaser unless approval is given by seller. In the event of any delay through any circumstances whatsoever in the payment of invoices submitted in accordance with the terms hereof, seller reserves the right to (i) protect its interest in such goods in any way it deems advisable using any and all of the remedies afforded to it under the provisions of the Uniform Commercial Code or similar applicable act, including but not limited to stoppage in transit; and (ii) to suspend the delivery of any further goods and to terminate any unexecuted contract with the purchaser without prejudice to any other remedy that may be available to the seller. If, in the opinion of the seller, the financial condition of purchaser at any time does not justify the continuance of production or shipment on terms of payment specified, the seller may require full or partial payment in advance. If shipments are delayed by purchaser, payment shall become due from the date the seller is prepared to make shipment.

9. In the event the purchaser changes the specifications of the goods, the prices hereunder will be increased or decreased to correspond to the amount of increase or decrease in material, labor, professional services, overhead and other factors incurred by the seller as a result of such changes. Prices quoted, unless otherwise specifically set forth are F.O.B. Indianapolis, Indiana.

10. Taxes Not Included.
Unless otherwise stated, seller’s prices do not include sales, use, excise or similar taxes. Consequently in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of goods hereunder shall be paid by the purchaser, or in lieu thereof, the purchaser shall provide seller with a tax-exemption certificate acceptable to the taxing authorities.

11. Cancellation.
No cancellation of this contract by the purchaser for any reason shall be effective unless agreed in writing by seller, and then only upon payment of reasonable charges based upon expenses and costs already incurred and commitments made by seller.

12. No verbal agreement or understanding shall in any way modify this acceptance. No change in any of the terms and conditions of this instrument shall be binding unless consented to in writing by the seller through its duly authorized representatives.

13. It is understood and agreed that the terms, conditions and warranties of sale contained herein shall take precedence over any terms or conditions which may appear in purchaser’s order or other communication from purchaser relating thereto, and seller shall not be bound by purchaser’s terms and conditions unless expressly agreed to in writing by seller. Failure of seller to object to any such provisions contained in any purchase order or other communication from purchaser shall not be construed as a waiver of these terms, conditions or warranties of seller nor an acceptance of any such provisions.

14. This Agreement is deemed to have been executed in and shall be governed and construed according to the laws of the state of Indiana. If particular portions of this Agreement are ruled unenforceable, such portion shall be deleted and all other terms and conditions of this Agreement shall remain in full force and effect.