General Conditions of Sales

TERMS AND CONDITIONS

OWNERSHIP RETENTION.

Nova Essentials Inc. (NOVA Probiotics) retains ownership of the sold merchandise until full and final payment of the sale price. The buyer cannot assign or transfer, in terms of liens, the property of the delivered merchandise prior to complete payment. In case of judicial seizure or any other third-party intervention, the buyer must immediately notify NOVA Essentials Inc.

Any loss is assumed by the buyer once the merchandise has been shipped.

Any claims, omissions and /or errors, must be indicated in writing to NOVA Essentials Inc. within 15 days following the date of receipt of merchandise.

DEFAULT.

In case of default to pay the price as stipulated, NOVA Essentials Inc. may demand payment of any sums due and/or retake possession of the sold merchandise without notice or legal proceedings, the buyer having agreed in advance to these terms without any indemnity, nor refund on sums paid on the sale price.

TERMS, RETURNS, AND INTERESTS.

The term is net 30 days. Any past due account will bear interest at a rate of 24% annually (2% per month) calculated monthly.
Our goal is to ensure that you are completely satisfied with your NOVA’s purchase. Please inspect your order immediately upon receipt, and contact NOVA’s customer service group if:

• There is noticeable damage to the product.
• The product(s) shipped to you have been sent in error.

If the package appears damaged when it arrives, we recommend that you inspect the package before you sign for it. If there is obvious damage from shipping, we recommend you refuse the shipment.

Returns or exchanges of general merchandise are not accepted.

We will replace and exchange any incorrect or defective stock. If you receive any incorrect or defective good in your order, please contact your NOVA Probiotics® representative, or NOVA Essentials at 1-877-449-6682.

NOVA Essentials will accept returns from any product returned by a customer, provided that: the product is not expired, at least 50% of the product is unused, the customer has provided a brief description for the reason of return.

In these circumstances, you can contact NOVA Essentials to obtain a replacement product that will be sent with your next order.

Only exchanges are allowed for the product(s) returned.

If required, NOVA Essentials will send the returned product to the NOVA Probiotics® manufacturing laboratory where the customer’s experience will be recorded, and the product will be tested against the sample retained in each lot at the time of manufacture as prescribed by our standard procedure. The above requirements must be met before NOVA Essentials can authorize the exchange of a product. You may request a prepaid return label upon authorization. All returns require an Authorization of Return Number (RA).

Please note that NOVA Essentials Inc. will not accept return of expired products.

COLLECTION CHARGES.

In the event, where the buyer fails to honor the contractual obligations contained herein, and that the NOVA Essentials Inc. has to seek the services of an attorney to protect his rights or obtain remedy, the buyer undertakes to pay NOVA Essentials Inc., an additional amount equivalent to 25% of any amount due in terms of damages and liquidated interests unless otherwise prohibited by law or regulation. The current section applies as well to cases where the account has been sent to a collection agency.

MAP POLICY AND ACKNOWLEDGMENT

NOVA Essentials Inc. places great value on the efforts of all resellers to represent our products and support their customers and our brand. Our MAP policy is intended to encourage competition within sales channels, promote fairness that supports our brand, supports warranties and product integrity. We are sure that you share our commitment to customer satisfaction and branding. At the sole discretion of NOVA Essentials Inc. failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all NOVA Probiotics® products both direct as well as through distribution. We ask that you acknowledge our MAP strategy and guidelines by reading, understanding and signing our NOVA Essentials Inc. Map Policy Agreement.

MAP POLICY

Reseller (agreement signer) shall not promote, market, advertise, offer to sell or sell any NOVA Probiotics® product on or through any online marketplace or auction service (e.g. eBay, Amazon marketplace or like websites), except as may be expressly consented to by NOVA Essentials Inc. in writing and in advance, and it being understood that NOVA Essentials Inc. may withdraw its consent at any time. As a leading probiotics company NOVA Essentials Inc. is focused on maintaining margins for our RESELLERS/DEALERS/DISTRIBUTION network. In recognition of the investment in time and resources required for our high-quality RESELLERS/DEALERS/DISTRIBUTION to provide the level of customer service, warranties, return policies and product knowledge expected from our customers, NOVA Essentials Inc. is committed to enforcing policies which allow our resellers to maintain profit margins through the sale of our products. NOVA Essentials Inc. has an established Minimum Advertised Price (MAP) Policy that our Authorized Reseller must follow for the advertising and marketing of NOVA Probiotics® products. All NOVA Probiotics® Authorized Resellers must agree to the terms and conditions of the following MAP Policy or NOVA Essentials Inc. may unilaterally terminate your Reseller status and your ability to purchase all NOVA Probiotics®.

MAP POLICY GUIDELINES

MAP pricing for all NOVA Probiotics® products is 10% off Suggested Retail Price and can be found on your current price list. All advertised prices must be at or above MAP for all NOVA Probiotics®. Resellers are not required to list prices in advertising. If a price is listed in an
advertisement it must be at or above MAP. Resellers are also responsible for ensuring their NOVA Probiotics® MAP pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product. NOVA Essentials Inc. policy for all NOVA Probiotics® products apply to advertising placements, including but not limited to print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.

Offers Associated with NOVA Probiotics® Products

Free shipping and/or handling, 0% sales tax, free financing promotions or limited time or one time e commerce site sales or discounts do not violate the MAP.

Price Matching Policies

Price matching policies are acceptable only if matched to Novaprobiotics.com posted prices. Advertised prices must always be at MAP or higher.

Failure to Comply with the MAP Policy

At the sole discretion of NOVA Essentials Inc. failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all NOVA Probiotics® products both direct as well as through distribution.

Steps to resolve MAP violations:

1. All dealers selling NOVA Probiotics® products which have not signed a NOVA Essentials Inc. MAP Policy Acknowledgment will be classified as Unauthorized Resellers.

2. Distributors of NOVA Probiotics® are required to provide a signed MAP Acknowledgment from any dealer selling NOVA Probiotics® products. Unauthorized dealers will not be sold to or provided a feed from any distributor whatsoever.

3. Violations from Authorized Resellers will need to be corrected within 24 hours of notification.
First Violation: Authorized Reseller’s account will be put on hold temporarily and a written warning will be provided. MAP violations must be corrected within 24 hours. Upon correction and following 30 days of compliance, violation will then be
cleared.

Second Violation: Authorized Reseller’s account will be put on hold for 180 days. After this duration, NOVA Essentials Inc. will review and determine if account is to be reinstated.
Third Violation: Should NOVA Essentials Inc. decide to reinstate an Authorized Reseller who has previously demonstrated a third violation, yet violates a third time, the account will be unauthorized indefinitely.

NOVA Essentials Inc. may issue new price lists with us without notice. Advertised pricing must be updated immediately upon receipt.

MAP Policy Confirmation Acknowledgment

This NOVA Essentials Inc. MAP Policy and Confirmation Acknowledgment is effective January 1, 2018 by and between, NOVA Essentials Inc. and the undersigned. NOVA Essentials Inc. places great value on the efforts of all resellers to represent our products and support their customers. Our MAP policy is intended to encourage equal competition and fairness that supports our brand, our warranties, and our products integrity. We are sure that you share our commitment to customer satisfaction and branding. We ask that you acknowledge our MAP strategy and guidelines by signing this MAP confirmation agreement. Thank you for your attention to this matter, and your continued support for NOVA Probiotics® products.